DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 9 contracts
Sources: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”)CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CERTIFICATE. CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this CertificateUS55283JAG58 No.: $R-[ ] This certifies that [_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B R Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R B and Class VRR Certificates (collectively, with the Class B R Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, amounts distributable with respect to the Class B R Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.. The Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders of such Class R Certificates, to the irrevocable designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs). Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject to the following provisions:
Appears in 9 contracts
Sources: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________ _______. _______________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: Number [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR CERTAIN EXCHANGEABLE COMBINED CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 Global Certificate legend. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAWPLAN”), OR ANY (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. Pass-Through Rate: The WAC Rate4 First Distribution Date: January 14September 12, 2020 2016 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2016, the date that would have been its Due Date in August 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class B F-2 Certificates: $97,755,000 Rated 2,665,000. The Aggregate Initial Certificate Balance of the Class F-2 Certificates represents the maximum aggregate Certificate Balance of the Class F-2 Certificates (without giving effect to any exchanges for, or any issuance of, the Class F, Class EF or Class EFG Certificates). Scheduled Final Distribution Date: December 2034 the Distribution Date in August 2026 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17291C AL95 U1851R AF26 17291C AM77 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ (subject to exchanges for certain Exchangeable Combined Certificates on or after the Closing Date) ISIN: USU5562JAB09 US17291CAL908 USU1851RAF209 US17291CAM7310 Common Code: [______]3 148118434 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B F-2 Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this 4 The initial approximate Pass-Through Rate as of the Closing Date is 4.594% per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI Certificates Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E-1, Class E-2, Class E, Class F-1, Class F, Class EF, Class G-1, Class G-2, Class G, Class EFG, Class H-1, Class H-2, Class H, Class R and Class VRR S Certificates (collectively, together with the Class B F-2 Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2016 (the “Trust Pooling and Servicing Agreement”), by and among between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, C-III Asset Management LLC, as Special Servicer, Wilmington Trust, National AssociationPentalpha Surveillance LLC, as TrusteeOperating Advisor and Asset Representations Reviewer, and Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B F-2 Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to a share of Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________ _______. _______________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: Number [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR CERTAIN EXCHANGEABLE COMBINED CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 Global Certificate legend. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAWPLAN”), OR ANY (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. Pass-Through Rate: The WAC Rate4 First Distribution Date: January 14September 12, 2020 2016 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2016, the date that would have been its Due Date in August 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class B E-2 Certificates: $97,755,000 Rated 9,137,500. The Aggregate Initial Certificate Balance of the Class E-2 Certificates represents the maximum aggregate Certificate Balance of the Class E-2 Certificates (without giving effect to any exchanges for, or any issuance of, the Class E, Class EF or Class EFG Certificates). Scheduled Final Distribution Date: December 2034 the Distribution Date in August 2026 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17291C AE55 U1851R AC96 17291C AF27 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ (subject to exchanges for certain Exchangeable Combined Certificates on or after the Closing Date) ISIN: USU5562JAB09 US17291CAE578 USU1851RAC989 US17291CAF2310 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.148118396
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________ _______. _______________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: Number [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR CERTAIN EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 Global Certificate legend. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAWPLAN”), OR ANY (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. First Distribution Date: January 14September 12, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution 2016 Cut-Off Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution DateMortgage Loan, the Determination Due Date is in August 2016 for that Mortgage Loan (or, in the 8th day case of the calendar month in which such Distribution any Mortgage Loan that has its first Due Date occurs, but if such 8th day is not a Business Daysubsequent to August 2016, the immediately succeeding Business Day, commencing date that would have been its Due Date in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between August 2016 under the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the that Mortgage Loan which are required if a Monthly Payment were scheduled to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter due in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreementmonth).
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”)144A, THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, IN AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. 4 Legend required for certificate evidencing any part of the RR Interest. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14CERTIFICATE, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan UNLESS (the A) SUCH PERSON IS AN “Trust Loan”ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 AND (or the Custodian on its behalfB) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR CODE SECTION 4975 (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was createdNATIXIS COMMERCIAL MORTGAGE SECURITIES TRUST 2019-10K, and the Mortgage Loan is to be servicedCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this CertificateSERIES 2019-10K, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.CLASS C
Appears in 4 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________ _______. _______________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. Number [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN.]3 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. 2 NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 3 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 4 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14September 12, 2020 2016 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2016, the date that would have been its Due Date in August 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class B A-2 Certificates: $97,755,000 Rated 15,097,000 Scheduled Final Distribution Date: December 2034 the Distribution Date in August 2021 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17291C BP9 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 US17291CBP95 Common Code: [______]3 148117861 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B A-2 Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E-1, Class E-2, Class E, Class F-1, Class F-2, Class F, Class EF, Class G-1, Class G-2, Class G, Class EFG, Class H-1, Class H-2, Class H, Class R and Class VRR S Certificates (collectively, together with the Class B A-2 Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2016 (the “Trust Pooling and Servicing Agreement”), by and among between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, C-III Asset Management LLC, as Special Servicer, Wilmington Trust, National AssociationPentalpha Surveillance LLC, as TrusteeOperating Advisor and Asset Representations Reviewer, and Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B A-2 Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to a share of Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________ _______. _______________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. Number [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN.]7 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. 2 NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 7 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 8 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14September 12, 2020 2016 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2016, the date that would have been its Due Date in August 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class B A-4 Certificates: $97,755,000 Rated 189,298,000 Scheduled Final Distribution Date: December 2034 the Distribution Date in August 2026 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17291C BR5 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 US17291CBR51 Common Code: [______]3 148117900 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B A-4 Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E-1, Class E-2, Class E, Class F-1, Class F-2, Class F, Class EF, Class G-1, Class G-2, Class G, Class EFG, Class H-1, Class H-2, Class H, Class R and Class VRR S Certificates (collectively, together with the Class B A-4 Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2016 (the “Trust Pooling and Servicing Agreement”), by and among between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, C-III Asset Management LLC, as Special Servicer, Wilmington Trust, National AssociationPentalpha Surveillance LLC, as TrusteeOperating Advisor and Asset Representations Reviewer, and Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B A-4 Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to a share of Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]8 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 HEREIN.]9 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]10 8 Temporary Regulation S Global Certificate legend. 2 9 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 10 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”)144A, THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, IN AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. 11 Legend required for certificate evidencing any part of the RR Interest. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE COMPANY GENERAL ACCOUNT PURCHASING AND HOLDING UNDER CIRCUMSTANCES THAT MEET ALL OF THE REQUIREMENTS OF SECTIONS I AND III OF PROHIBITED TRANSACTION EXEMPTION 95-60 OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF THE ERISA RESTRICTED CERTIFICATES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. First Distribution Date: January 14June 17, 2020 2019 Aggregate Initial Certificate Balance of the Class B F Certificates: $97,755,000 22,900,000 Rated Final Distribution Date: December 2034 May 2039 [CUSIP: 5▇▇▇▇▇▇▇▇ U6380E AG8 ISIN: US55283JAC452 USU6380EAG80]12 Initial Certificate Balance of this Certificate: $[_________] [CUSIP: U▇▇▇▇▇▇▇▇ 63874U AN4 ISIN: USU5562JAB09 Common CodeUS63874UAN46]13 [CUSIP: [______]3 63874U AP9 ISIN: US63874UAP93]14 No.: B-[_E-[1] This certifies that [Cede & Co.]] [[_________], in its capacity as Retaining Party in satisfaction of Regulation RR] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B F Certificates. The Trust Fund consists primarily of two promissory notes secured by the Collateral held in trust by the Trustee issued by a special purpose entity evidencing a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X, Class B, Class C, Class D, Class E, Class V-ABC, Class V-D, Class V-E, Class V-F, Class V2 and Class VRR R Certificates (collectively, collectively with the Class B F Certificates, the “Certificates”; the Holders holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8June 4, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Natixis Commercial Mortgage Securities Inc.LLC, as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, Servicer and as Special Servicer, Wilmington Trustand ▇▇▇▇▇ Fargo Bank, National Association, as Trustee, Trustee and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of defined herein, capitalized terms used herein shall have the Closing Date is 3.575% per annummeanings assigned thereto in the Trust and Servicing Agreement. 2 12 For Regulation S Global Certificate only. 13 For Certificate sold in reliance on Rule 144A only. 3 14 For Regulation S Global IAI Definitive Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 June 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedor, that in the event the Closing Date occurs in the same month as the first Distribution Dateif such last day is not a Business Day, the first Record Date shall be the Closing Date)Business Day immediately preceding such date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Yield Maintenance Premiums then distributable, if any, with respect allocable to the Class B F Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the TrusteeCertificate Administrator, the Certificate AdministratorTrustee, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of neither the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the TrusteeCertificate Registrar, nor any agent of the Certificate Administrator, the Certificate RegistrarTrustee, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator Servicer or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate AdministratorTrustee, without the consent of any of the CertificateholdersCertificateholders or the Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate Administrator Trustee with the written consent of the Holders holders of Certificates representing of each Class affected by such amendment (including, for the avoidance of doubt, any Holder of an RR Interest) evidencing, in each case, not less than 51% of the aggregate Percentage Interests of each constituting the Class of Certificates and any Companion Loan Holder if materially and adversely affected by the amendment (as evidenced by an Opinion of Counsel) affected, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholdersholders of the Certificates; provided, however, that certain specified amendments require the consent of the holders of all Certificates representing all of the Percentage Interests of the Class or Classes adversely affected thereby and the consent of any affected Companion Loan Holder. Notwithstanding the foregoing, no such amendment shall (i) reduce to the Trust and Servicing Agreement may be made that changes in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the rights and/or obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or under the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; , or the rights of any Initial Purchaser under the Trust and Servicing Agreement without the written consent of such Initial Purchaser or that adversely affects the rights (vi) amend Section 11.1 of including, without limitation, as a third-party beneficiary under the Trust and Servicing Agreement; (vii) change in any manner and/or the obligation or rights obligations, if any, of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any a Companion Loan Holder in its capacity as such without its consent. In addition, under the Trust and Servicing Agreement provides that (i) neither without the consent of such Companion Loan Holder, and the Trustee nor the and Certificate Administrator shall consent to may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Certificate Administrator or Trustee under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless it shall the Certificate Administrator, the Trustee, the Servicer and the Special Servicer have first been furnished with received an Opinion of Counsel (at the expense of the requesting party, if applicable, and otherwise or if at the Trustee’s or the Certificate Administrator’s request, then at the Trust’s expense) to the effect that such the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied met and (ii) no that the amendment shall be made or the exercise of any power granted to the Trust and Servicing Agreement without Servicer, the Trustee and Special Servicer, the Depositor, the Trustee, the Certificate Administrator first receiving or any other specified person in writing an Opinion of Counsel (at the expense of the party requesting accordance with the amendment) that the amendment , will not result in the imposition of federal income any tax on any portion of the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMICREMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the Code. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and Depositor, the Certificate Administrator and the Trustee created thereby with respect to the Certificates (other than (xi) the obligation to make certain remittances payments to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender AgreementHolders, (yii) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (ziii) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon following the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests Certificates or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Whole Loan, ; provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United KingdomCourt of St. James’s, living on the date hereof. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder, the Holders of the Certificates in the Controlling Class and the Risk Retention Consultation Party (i) may each have relationships and interests that conflict with those of Certificateholders of one or more Classes of the Certificates, (ii) may act solely in its own interests or in the interests of the holders of the Controlling Class or the RR Interest, (iii) do not have any duties or liability to the Trust or to the Certificateholders, (iv) may take actions that favor the interests of the Companion Loans or the interests of one or more Classes of Certificates or of the RR Interest over the interests of the Certificateholders of one or more other Classes of Certificates, (v) shall have no liability whatsoever to the Trust, the other parties to the Trust and Servicing Agreement. Unless , the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator Certificateholders or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit other person (including any Borrower Related Party) for having acted in accordance with or as permitted under the Trust terms of this Agreement, and Servicing Agreement or be valid for the Certificateholders may not take any purpose. The Certificate Administrator makes no representation or warranty as to any action whatsoever against the Directing Holder, the holders of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.Cert
Appears in 4 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________ _______. _______________________________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: Number [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR CERTAIN EXCHANGEABLE COMBINED CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 Global Certificate legend. ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAWPLAN”), OR ANY (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. Pass-Through Rate: The WAC Rate4 First Distribution Date: January 14September 12, 2020 2016 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to August 2016, the date that would have been its Due Date in August 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class B G-1 Certificates: $97,755,000 Rated 5,330,000. The Aggregate Initial Certificate Balance of the Class G-1 Certificates represents the maximum aggregate Certificate Balance of the Class G-1 Certificates (without giving effect to any exchanges for, or any issuance of, the Class G or Class EFG Certificates). Scheduled Final Distribution Date: December 2034 the Distribution Date in August 2026 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17291C AQ85 U1851R AH86 17291C AR67 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ (subject to exchanges for certain Exchangeable Combined Certificates on or after the Closing Date) ISIN: USU5562JAB09 US17291CAQ878 USU1851RAH859 US17291CAR6010 Common Code: [______]3 148118469 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B G-1 Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this 4 The initial approximate Pass-Through Rate as of the Closing Date is 4.594% per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI Certificates Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E-1, Class E-2, Class E, Class F-1, Class F-2, Class F, Class EF, Class G-2, Class G, Class EFG, Class H-1, Class H-2, Class H, Class R and Class VRR S Certificates (collectively, together with the Class B G-1 Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2016 (the “Trust Pooling and Servicing Agreement”), by and among between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, LNR Partners, C-III Asset Management LLC, as Special Servicer, Wilmington Trust, National AssociationPentalpha Surveillance LLC, as TrusteeOperating Advisor and Asset Representations Reviewer, and Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B G-1 Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to a share of Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________________________ ____________. _______________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: Number [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGEDREPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974RESPECTIVELY, AS AMENDED (“ERISA”), OR TO SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS AMENDED. First Distribution Date: January 14September 17, 2020 2015 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September 2015, the date that would have been its Due Date in August 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance Principal Amount of the Class B D Certificates: $97,755,000 Rated 56,159,000 Scheduled Final Distribution Date: December 2034 the Distribution Date in May 2026 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 [17324D AA2]4 [U1744B AA9]5 [17324D AB0]6 Initial Certificate Balance Principal Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 [US17324DAA28]7 [USU1744BAA99]8 [US17324DAB01]9 Common Code: [______]3 127825432 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B D Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class R X-B, Class A-S, Class B, Class PEZ, Class C, Class X-D, Class F, Class G and Class VRR 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates R Certificates (collectively, together with the Class B D Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2015 (the “Trust Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank ▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National AssociationPark Bridge Lender Services LLC, as TrusteeOperating Advisor, and Citibank, N.A., as Certificate Administrator, Deutsche Bank Trust Company Americas, as Trustee, and ▇▇▇▇▇ Fargo Bank, National Association, as Custodian. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B D Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to a share of Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: Variable IO4 First Distribution Date: January 1415, 2020 2016 Aggregate Initial Certificate Balance Notional Amount of the Class B X-A Certificates: $97,755,000 468,700,000 Rated Final Distribution Date: December November 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 12650Y AC75 Initial Certificate Balance Notional Amount of this U13033 AB86 Certificate: $[___][QIB] 12650Y AD57 $[___][Reg S] $[___][IAI] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 US12650YAC758 USU13033AB879 US12650YAD5810 Common Code: [______]3 ] No.: B-[_X-A-[1] This certifies that [Cede & Co.][_________] Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B X-A Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory four notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a portion of a fixed rate loan (or such portion, the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X-B, Class B, Class C, Class D and Class VRR R Certificates (collectively, collectively with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 4 The approximate initial Pass-Through Rate as of on the Closing Date Class X-A Certificates is 3.575% per annum0.2985%. 2 5 For Certificate sold in reliance on Rule 144A onlyCertificates. 3 6 For Regulation S Certificates. 7 For IAI Certificates. 8 For Rule 144A Certificates. 9 For Regulation S Certificates. 10 For IAI Certificates. 11 For Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN144A, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”)CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution CERTIFICATE. Cut-off Date: December 2034 6, 2015 CUSIP: 5▇▇▇▇▇▇▇▇ 12650Y AN31 ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 US12650YAN312 Common Code: [______]3 ] No.: B-[_R-[1] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B R Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory four notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a portion of a fixed rate loan (or such portion, the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X-A, Class X-B, Class B, Class C and Class VRR D Certificates (collectively, collectively with the Class B R Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 822, 2019 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Credit Suisse First Boston Mortgage Securities Inc.Corp., as Depositor, KeyBank National Association, as Servicer, LNR PartnersAEGON USA Realty Advisors, LLC, as Special Servicer, Wilmington TrustW▇▇▇▇ Fargo Bank, National Association, as Certificate Administrator and W▇▇▇▇ Fargo Bank, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. This Certificate represents the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. 1 For Rule 144A Certificates. 2 For Rule 144A Certificates. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date)occurs, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principalprincipal and interest, interest and any Non-Retained Prepayment Fees Yield Maintenance Premiums then distributable, if any, with respect and any other amounts distributable to the Class B R Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the NotesTrust Loan, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee Certificate Administrator and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall governTrustee. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Servicer, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of neither the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or nor any agent of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate AdministratorTrustee, without the consent of any of the CertificateholdersCertificateholders or Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate Administrator Trustee with the written consent of the Holders of Certificates representing of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests of each constituting the Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; providedHolders of the Certificates, however, no such except that the amendment shall may not (i1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Trust Loan which that are required to be distributed on any Trust Interest or to any Companion Loan Holder, Certificate; (ii2) alter in any manner the liens on any Collateral securing payments on of the Mortgage Trust Loan; , (iii3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, Practices; (iv4) change the percentages of Voting Rights or Percentage Interests of Certificateholders which that are required to consent to any action or inaction under the Trust and Servicing Agreement; (v5) change adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations or rights of any the Loan Seller Sellers under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of Sellers, and the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In additionTrustee, the Trust and Servicing Agreement provides that (i) neither Servicer, the Trustee nor Special Servicer or the Certificate Administrator shall consent to may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer or the Certificate Administrator under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless it shall the Trustee, the Servicer, the Special Servicer and the Certificate Administrator have first been furnished with received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that such the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied met and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified person in accordance with the amendment, will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMICREMIC under the Code. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Depositor and the Certificate Administrator Trustee created thereby with respect to the Certificates (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 9 of the Trust and Servicing Agreement upon following the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests Certificates or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property Properties and all other Collateral for the Trust Loan, ; provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United KingdomCourt of St. James’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________________________ ____________. _______________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. Number [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE). DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 2 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS Pass-Through Rate: The WAC Rate3 First Distribution Date: January 14September 17, 2020 2015 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September 2015, the date that would have been its Due Date in August 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance Principal Amount of the Class B C Certificates: $97,755,000 Rated 52,049,000. The Aggregate Initial Certificate Principal Amount of the Class C Certificates represents the maximum aggregate Certificate Principal Amount of the Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates). Scheduled Final Distribution Date: December 2034 the Distribution Date in August 2025 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17324D AY0 Initial Certificate Balance Principal Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ (subject to exchange for Exchangeable Certificates on or after the Closing Date) ISIN: USU5562JAB09 US17324DAY04 Common Code: [______]3 127824282 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B C Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class R X-B, Class A-S, Class B, Class PEZ, Class D, Class X-D, Class E, Class F, Class G and Class VRR R Certificates (collectively, together with the Class B C Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2015 (the “Trust Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank ▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National AssociationPark Bridge Lender Services LLC, as TrusteeOperating Advisor, and Citibank, N.A., as Certificate Administrator. To the extent not 1 3 The initial approximate initial Pass-Through Rate as of the Closing Date is 3.5754.485% per annum. 2 For Certificate sold in reliance on Rule 144A onlyAdministrator, Deutsche Bank Trust Company Americas, as Trustee, and ▇▇▇▇▇ Fargo Bank, National Association, as Custodian. 3 For Regulation S Global Certificate only. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B C Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to a share of Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________________________ ____________. _______________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. Number [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE). DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 2 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________________________ ____________. _______________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: Number [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. 2 Legend required as long as DTC is the Depository under the Trust and Servicing AgreementNEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. 3 Global Certificate legendTHE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGEDREPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974RESPECTIVELY, AS AMENDED (“ERISA”), OR TO SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS AMENDED. Pass-Through Rate: Variable IO4 First Distribution Date: January 14September 17, 2020 2015 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September 2015, the date that would have been its Due Date in August 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance Notional Amount of the Class B X-D Certificates: $97,755,000 Rated 56,159,000 Scheduled Final Distribution Date: December 2034 the Distribution Date in May 2026 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17324D AL85 U1744B AF86 17324D AM67 Initial Certificate Balance Notional Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 US17324DAL828 USU1744BAF869 US17324DAM6510 Common Code: [______]3 127826005 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B X-D Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class R X-B, Class B, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, 4 The initial approximate Pass-Through Rate as of the Closing Date is 1.260% per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI S Certificates Class G and Class VRR R Certificates (collectively, together with the Class B X-D Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2015 (the “Trust Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank ▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National AssociationPark Bridge Lender Services LLC, as TrusteeOperating Advisor, and Citibank, N.A., as Certificate Administrator, Deutsche Bank Trust Company Americas, as Trustee, and ▇▇▇▇▇ Fargo Bank, National Association, as Custodian. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B X-D Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW). First Distribution Date: January 1415, 2020 2016 Aggregate Initial Certificate Balance of the Class B D Certificates: $97,755,000 121,800,000 Rated Final Distribution Date: December November 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 12650Y AL75 U13033 AF96 12650Y AM57 Initial Certificate Balance of this Certificate: $[_________][QIB] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: $[______]3 [Reg S] $[______][IAI] ISIN: US12650YAL748 USU13033AF919 US12650YAM5710 Common Code: [__] No.: B-[_D-[1] This certifies that [Cede & Co.][_________] Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B D Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory four notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a portion of a fixed rate loan (or such portion, the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X-A, Class X-B, Class B, Class C and Class VRR R Certificates (collectively, collectively with the 4 The initial approximate Pass-Through Rate as of the Closing Date is 3.9378% 5 For Rule 144A Certificates. 6 For Regulation S Certificates. 7 For IAI Certificates. 8 For Rule 144A Certificates. 9 For Regulation S Certificates. 10 For IAI Certificates. 11 For Global Certificate only. Class B D Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 822, 2019 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Credit Suisse First Boston Mortgage Securities Inc.Corp., as Depositor, KeyBank National Association, as Servicer, LNR PartnersAEGON USA Realty Advisors, LLC, as Special Servicer, Wilmington TrustW▇▇▇▇ Fargo Bank, National Association, as Certificate Administrator and W▇▇▇▇ Fargo Bank, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date)occurs, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principalprincipal and interest, interest and any Non-Retained Prepayment Fees Yield Maintenance Premiums then distributable, if any, with respect and any other amounts distributable to the Class B D Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the NotesTrust Loan, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Servicer, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or nor any agent of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate AdministratorTrustee, without the consent of any of the CertificateholdersCertificateholders or Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate Administrator Trustee with the written consent of the Holders of Certificates representing of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests of each constituting the Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; providedHolders of the Certificates, however, no such except that the amendment shall may not (i1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Trust Loan which that are required to be distributed on any Trust Interest or to any Companion Loan Holder, Certificate; (ii2) alter in any manner the liens on any Collateral securing payments on of the Mortgage Trust Loan; , (iii3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, Practices; (iv4) change the percentages of Voting Rights or Percentage Interests of Certificateholders which that are required to consent to any action or inaction under the Trust and Servicing Agreement; (v5) change adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations or rights of any the Loan Seller Sellers under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of Sellers, and the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In additionTrustee, the Trust and Servicing Agreement provides that (i) neither Servicer, the Trustee nor Special Servicer or the Certificate Administrator shall consent to may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer or the Certificate Administrator under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless it shall the Trustee, the Servicer, the Special Servicer and the Certificate Administrator have first been furnished with received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that such the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied met and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified person in accordance with the amendment, will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMICREMIC under the Code. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Depositor and the Certificate Administrator Trustee created thereby with respect to the Certificates (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 9 of the Trust and Servicing Agreement upon following the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests Certificates or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property Properties and all other Collateral for the Trust Loan, ; provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United KingdomCourt of St. James’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________________________ ____________. _______________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: Number [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAWPLAN”), OR ANY (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. Pass-Through Rate: The WAC Rate4 First Distribution Date: January 14September 17, 2020 2015 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September 2015, the date that would have been its Due Date in August 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance Principal Amount of the Class B G Certificates: $97,755,000 Rated 56,158,641 Scheduled Final Distribution Date: December 2034 the Distribution Date in May 2026 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 [17324D AJ3]5 [U1744B AE1]6 [17324D AK0]7 Initial Certificate Balance Principal Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 [US17324DAJ37]8 [USU1744BAE12]9 [US17324DAK00]10 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.127825882
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW). First Distribution Date: January 1415, 2020 2016 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 111,200,000 Rated Final Distribution Date: December November 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 12650Y AG85 U13033 AD46 12650Y AH67 Initial Certificate Balance of this Certificate: $[_________][QIB] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: $[______]3 [Reg S] $[______][IAI] ISIN: US12650YAG898 USU13033AD449 US12650YAH6210 Common Code: [__] No.: B-[_B-[1] This certifies that [Cede & Co.][_________] Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory four notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a portion of a fixed rate loan (or such portion, the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X-A, Class X-B, Class C, Class D and Class VRR Certificates R (collectively, collectively with the Class B 4 The initial approximate Pass-Through Rate as of the Closing Date is 3.9378%. 5 For Rule 144A Certificates. 6 For Regulation S Certificates. 7 For IAI Certificates. 8 For Rule 144A Certificates. 9 For Regulation S Certificates. 10 For IAI Certificates. 11 For Global Certificate only. Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 822, 2019 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Credit Suisse First Boston Mortgage Securities Inc.Corp., as Depositor, KeyBank National Association, as Servicer, LNR PartnersAEGON USA Realty Advisors, LLC, as Special Servicer, Wilmington TrustW▇▇▇▇ Fargo Bank, National Association, as Certificate Administrator and W▇▇▇▇ Fargo Bank, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date)occurs, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principalprincipal and interest, interest and any Non-Retained Prepayment Fees Yield Maintenance Premiums then distributable, if any, with respect and any other amounts distributable to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the NotesTrust Loan, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Servicer, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or nor any agent of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate AdministratorTrustee, without the consent of any of the CertificateholdersCertificateholders or Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate Administrator Trustee with the written consent of the Holders of Certificates representing of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests of each constituting the Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; providedHolders of the Certificates, however, no such except that the amendment shall may not (i1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Trust Loan which that are required to be distributed on any Trust Interest or to any Companion Loan Holder, Certificate; (ii2) alter in any manner the liens on any Collateral securing payments on of the Mortgage Trust Loan; , (iii3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, Practices; (iv4) change the percentages of Voting Rights or Percentage Interests of Certificateholders which that are required to consent to any action or inaction under the Trust and Servicing Agreement; (v5) change adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations or rights of any the Loan Seller Sellers under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of Sellers, and the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In additionTrustee, the Trust and Servicing Agreement provides that (i) neither Servicer, the Trustee nor Special Servicer or the Certificate Administrator shall consent to may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer or the Certificate Administrator under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless it shall the Trustee, the Servicer, the Special Servicer and the Certificate Administrator have first been furnished with received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that such the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied met and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified person in accordance with the amendment, will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMICREMIC under the Code. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Depositor and the Certificate Administrator Trustee created thereby with respect to the Certificates (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 9 of the Trust and Servicing Agreement upon following the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests Certificates or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property Properties and all other Collateral for the Trust Loan, ; provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United KingdomCourt of St. James’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________________________ ____________. _______________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. Number [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN.]7 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. 2 NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 7 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 8 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14September 17, 2020 2015 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September 2015, the date that would have been its Due Date in August 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance Principal Amount of the Class B A-4 Certificates: $97,755,000 Rated 200,000,000 Scheduled Final Distribution Date: December 2034 the Distribution Date in June 2025 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17324D AT1 Initial Certificate Balance Principal Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 US17324DAT19 Common Code: [______]3 127824240 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B A-4 Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-AB, Class X-A, Class R X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and Class VRR R Certificates (collectively, together with the Class B A-4 Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2015 (the “Trust Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank ▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National AssociationPark Bridge Lender Services LLC, as TrusteeOperating Advisor, and Citibank, N.A., as Certificate Administrator, Deutsche Bank Trust Company Americas, as Trustee, and ▇▇▇▇▇ Fargo Bank, National Association, as Custodian. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B A-4 Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to a share of Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW). First Distribution Date: January 1415, 2020 2016 Aggregate Initial Certificate Balance of the Class B C Certificates: $97,755,000 102,300,000 Rated Final Distribution Date: December November 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 12650Y AJ25 U13033 AE26 12650Y AK97 Initial Certificate Balance of this Certificate: $[_________][QIB] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: $[______]3 [Reg S] $[______][IAI] ISIN: US12650YAJ298 USU13033AE279 US12650YAK9110 Common Code: [__] No.: B-[_C-[1] This certifies that [Cede & Co.][_________] Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B C Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory four notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a portion of a fixed rate loan (or such portion, the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X-A, Class X-B, Class B, Class D and Class VRR Certificates R (collectively, collectively with the Class B C 4 The initial approximate Pass-Through Rate as of the Closing Date is 3.9378%. 5 For Rule 144A Certificates. 6 For Regulation S Certificates. 7 For IAI Certificates. 8 For Rule 144A Certificates. 9 For Regulation S Certificates. 10 For IAI Certificates. 11 For Global Certificate only. Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 822, 2019 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Credit Suisse First Boston Mortgage Securities Inc.Corp., as Depositor, KeyBank National Association, as Servicer, LNR PartnersAEGON USA Realty Advisors, LLC, as Special Servicer, Wilmington TrustW▇▇▇▇ Fargo Bank, National Association, as Certificate Administrator and W▇▇▇▇ Fargo Bank, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date)occurs, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principalprincipal and interest, interest and any Non-Retained Prepayment Fees Yield Maintenance Premiums then distributable, if any, with respect and any other amounts distributable to the Class B C Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the NotesTrust Loan, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Servicer, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or nor any agent of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate AdministratorTrustee, without the consent of any of the CertificateholdersCertificateholders or Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate Administrator Trustee with the written consent of the Holders of Certificates representing of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests of each constituting the Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; providedHolders of the Certificates, however, no such except that the amendment shall may not (i1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Trust Loan which that are required to be distributed on any Trust Interest or to any Companion Loan Holder, Certificate; (ii2) alter in any manner the liens on any Collateral securing payments on of the Mortgage Trust Loan; , (iii3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, Practices; (iv4) change the percentages of Voting Rights or Percentage Interests of Certificateholders which that are required to consent to any action or inaction under the Trust and Servicing Agreement; (v5) change adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations or rights of any the Loan Seller Sellers under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of Sellers, and the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In additionTrustee, the Trust and Servicing Agreement provides that (i) neither Servicer, the Trustee nor Special Servicer or the Certificate Administrator shall consent to may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer or the Certificate Administrator under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless it shall the Trustee, the Servicer, the Special Servicer and the Certificate Administrator have first been furnished with received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that such the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied met and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified person in accordance with the amendment, will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMICREMIC under the Code. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Depositor and the Certificate Administrator Trustee created thereby with respect to the Certificates (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 9 of the Trust and Servicing Agreement upon following the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests Certificates or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property Properties and all other Collateral for the Trust Loan, ; provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United KingdomCourt of St. James’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________________________ ____________. _______________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. Number [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN.]11 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. 2 NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 12 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14September 17, 2020 2015 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September 2015, the date that would have been its Due Date in August 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance Principal Amount of the Class B A-AB Certificates: $97,755,000 Rated 75,556,000 Scheduled Final Distribution Date: December 2034 the Distribution Date in April 2025 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17324D AV6 Initial Certificate Balance Principal Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 US17324DAV64 Common Code: [______]3 127824258 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B A-AB Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class R X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and Class VRR R Certificates (collectively, together with the Class B A-AB Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2015 (the “Trust Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank ▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National AssociationPark Bridge Lender Services LLC, as TrusteeOperating Advisor, and Citibank, N.A., as Certificate Administrator, Deutsche Bank Trust Company Americas, as Trustee, and ▇▇▇▇▇ Fargo Bank, National Association, as Custodian. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B A-AB Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to a share of Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________________________ ____________. _______________________________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. Number [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN.]3 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. 2 NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 3 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 4 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14September 17, 2020 2015 Cut-Off Date: With respect to each Mortgage Loan, the Due Date in August 2015 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in September 2015, the date that would have been its Due Date in August 2015 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance Principal Amount of the Class B A-2 Certificates: $97,755,000 Rated 55,289,000 Scheduled Final Distribution Date: December 2034 the Distribution Date in June 2020 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 17324D AR5 Initial Certificate Balance Principal Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 US17324DAR52 Common Code: [______]3 127824398 No.: B-[_1] This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B A-2 Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan Master Servicer and the Companion Loans are collectively referred to as the “Mortgage Loan.” Special Servicer. The Trust Fund was created, and the Mortgage Loan is Loans are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class R X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class F, Class G and Class VRR R Certificates (collectively, together with the Class B A-2 Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8August 1, 2019 2015 (the “Trust Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank ▇▇▇▇▇ Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National AssociationPark Bridge Lender Services LLC, as TrusteeOperating Advisor, and Citibank, N.A., as Certificate Administrator, Deutsche Bank Trust Company Americas, as Trustee, and ▇▇▇▇▇ Fargo Bank, National Association, as Custodian. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the Determination Date in each Determination Datemonth, commencing in January 2020 September 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B A-2 Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to a share of Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________ _______________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of _____ ______________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ___________________ ______________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED ININ RULE 902 OF REGULATION S UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS, AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT BUT NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) ), CHURCH PLAN, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE STATE, LOCAL OR LOCAL NON-U.S. LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14CERTIFICATE, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan UNLESS (the A) SUCH PERSON IS AN INSTITUTIONAL “Trust Loan”ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (or the Custodian on its behalfB) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE BY SUCH PERSON DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was createdBAMLL COMMERCIAL MORTGAGE SECURITIES TRUST 2016-ISQR, and the Mortgage Loan is to be servicedCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this CertificateSERIES 2016-ISQR, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.CLASS B
Appears in 3 contracts
Sources: Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. Pass-Through Rate: The Adjusted Net Mortgage Rate with respect to the Trust Loan1 First Distribution Date: January 14▇▇▇▇▇ ▇▇, 2020 Aggregate ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Initial Certificate Balance of the Class B F Certificates: $97,755,000 41,700,000 Rated Final Distribution Date: December 2034 February 2044 CUSIP: 5▇▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 US12429EAN762 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 USU1225DAG08 Common Code: [______]3 ▇▇▇▇▇▇▇▇▇▇ CUSIP: ▇▇▇▇▇▇▇▇▇ ISIN: US12429EAP254 No.: B-[_F-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B F Certificates. The Trust Fund consists primarily of multiple promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple the Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X, Class B, Class C, Class D, Class E, Class G, Class HRR and Class VRR R Certificates (collectively, with the Class B F Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8February 6, 2019 2022 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.5754.86636% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. 4 For IAI Certificate only. by and among BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, Computershare Trust Company, National Association, as Certificate Administrator, and Pentalpha Surveillance LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 March 2022 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Yield Maintenance Premium then distributable, if any, with respect to the Class B F Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020March 2022. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorOperating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.Adminis
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________ _______________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of _____ ______________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ___________________ ______________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: The Net Trust Loan Rate4 First Distribution Date: January 1412, 2020 2017 Aggregate Initial Certificate Balance of the Class B D Certificates: $97,755,000 46,879,000 Rated Final Distribution Date: December 2034 January 2035 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 91831U AF45 U92377 AF46 91831U AP27 Initial Certificate Balance of this Certificate: $[_________][QIB] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: $[______]3 [Reg S] $[______][IAI] ISIN: US91831UAF498 USU92377AF409 US91831UAP2110 [Common Code: 154105352]11 No.: B-[_D-[1] This certifies that [Cede & Co.][_________] Co.]12 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B D Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory four notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by a special purpose entity evidencing a portion of a fixed rate loan (or the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 4 The initial approximate initial Pass-Through Rate as of the Closing Date date is 3.575% per annum3.90263%. 2 5 For Certificate sold in reliance on Rule 144A onlyCertificates. 3 6 For Regulation S Certificates. 7 For IAI Certificates. 8 For Rule 144A Certificates. 9 For Regulation S Certificates. 10 For IAI Certificates. 11 For Regulation S Certificates. 12 For Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS, AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE Pass-Through Rate: Variable IO1 First Distribution Date: January 14May 12, 2020 2021 Aggregate Initial Certificate Balance Notional Amount of the Class B X Certificates: $97,755,000 128,820,000 Rated Final Distribution Date: December 2034 April 2043 CUSIP: 5▇▇▇▇▇▇▇▇ 67076X AL9 ISIN: US55283JAC452 US67076XAL912 Initial Certificate Balance Notional Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ U6705X AF6 ISIN: USU5562JAB09 USU6705XAF60 Common Code: [_______]3 CUSIP: 67076X AM7 ISIN: US67076XAM744 No.: B-[_X-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B X Certificates. The Trust Fund consists primarily of 6 promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class B, Class C, Class D, Class E, Class R and Class VRR Certificates (collectively, with the Class B X Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8April 6, 2019 2021 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLCKeyBank National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The initial approximate initial Pass-Through Rate as of the Closing Date is 3.5750.22640% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. 4 For IAI Certificate only. National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 May 2021 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees Fee then distributable, if any, with respect to the Class B X Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020May 2021. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: 4.59200% per annum First Distribution Date: January 14▇▇▇▇▇ ▇▇, 2020 Aggregate ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Initial Certificate Balance of the Class B C Certificates: $97,755,000 26,400,000 Rated Final Distribution Date: December 2034 February 2044 CUSIP: 5▇▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 US12429EAG26 1 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 USU1225DAD76 Common Code: [______]3 2447576422 CUSIP: ▇▇▇▇▇▇▇▇▇ ISIN: US12429EAH093 No.: B-[_C-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B C Certificates. The Trust Fund consists primarily of multiple promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple the Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X, Class B, Class D, Class E, Class F, Class G, Class HRR and Class VRR R Certificates (collectively, with the Class B C Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8February 6, 2019 2022 (the “Trust and Servicing Agreement”), by and among Citigroup BMO Commercial Mortgage Securities Inc.LLC, as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 2 For Regulation S Global Certificate only. 3 For IAI Certificate only. Trustee, Computershare Trust Company, National Association, as Certificate Administrator, and Pentalpha Surveillance LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 March 2022 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Yield Maintenance Premium then distributable, if any, with respect to the Class B C Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020March 2022. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorOperating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS, AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”)CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14CERTIFICATE, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 NoUNLESS (I) THIS CERTIFICATE IS ACQUIRED BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates, BOFA SECURITIES, INC. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage LoanOR BMO CAPITAL MARKETS CORP.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (iiII) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (iiiIII) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing AgreementALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing AgreementHOLDING AND DISPOSITION OF THIS CERTIFICATE.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number _______________________ or, or if mailed by check, to _________________ __________________________________________________________________________ Applicable reports and statements should be mailed to ______________________________ __________________________________________________________________________ This information is provided by __________________________________________ the assignee named above, or ______________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)REMIC RESIDUAL INTEREST CERTIFICATE. NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY DOES NOT EVIDENCE AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGEOBLIGATION OF, OR PAYMENTAN INTEREST IN, AND ANY CERTIFICATE ISSUED IS REGISTERED IN NOT GUARANTEED BY, THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)DEPOSITOR, ANY TRANSFER, PLEDGETHE TRUSTEE, OR OTHER USE HEREOF FOR VALUE ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR OTHERWISE GUARANTEED BY ANY GOVERNMENTAL AGENCY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendPRIVATE INSURER. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN EACH CASE SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND ANY APPLICABLE SECURITIES LAWS (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY STATE TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS LT-R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. CLASS LT-R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE MAY NOT SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED DEEMED TO ANY PERSON HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES THE CERTIFICATE REGISTRAR WITH (A) A CERTIFICATION TO THE EFFECT THAT SUCH TRANSFEREE (1) IS OR BECOMES NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS RETIREMENT ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), (COLLECTIVELY, A "PLAN") NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (2) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION 3(32V(e) OF ERISATHE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR OTHER PLAN THAT IS SUBJECT (B) AN OPINION OF COUNSEL SATISFACTORY TO ANY FEDERALTHE CERTIFICATE REGISTRAR, STATE OR LOCAL LAW THAT ISAND UPON WHICH THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICER, AND THE DEPOSITOR SHALL BE ENTITLED TO RELY, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”)AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICER, OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND OR ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN ENTITIES. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO ACQUIRE THIS First HAVE MADE A REPRESENTATION AS REQUIRED HEREIN. Evidencing a beneficial interest in a pool of hybrid residential mortgage loans and any other assets established by Initial Class Amount of the Class LT-R Certificates: $50 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate February 2040 Initial Certificate Balance Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 50 Cut-off Date: December 2034 April 1, 2010 NUMBER 1 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No81744P AH8 THIS CERTIFIES THAT RWT HOLDINGS, INC.: B-[_] This certifies that [Cede & Co.][_________] , is the registered owner of the Percentage Interest evidenced by this Certificate in a Trust Fund, the distributions assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under the Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be made from held in the Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 May 2010 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion . All sums distributable on this Certificate are payable in the coin or currency of the aggregate amount United States of principal, interest America which at the time of payment is legal tender for the payment of public and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreementprivate debts. With respect to each Distribution Date, the Determination Date Reference is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be hereby made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms further provisions of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth thereinon the reverse hereof, upon surrender for registration of transfer of any Certificate, the Certificate Registrar which shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of have the same Class. Prior to due presentation effect as though fully set forth on the face of this Certificate for registration Certificate. Unless the certificate of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Pooling Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling Agreement (Sequoia Mortgage Trust 2010-H1), Pooling Agreement (Sequoia Mortgage Trust 2010-H1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number _______________________ or, or if mailed by check, to _________________ __________________________________________________________________________ Applicable reports and statements should be mailed to ______________________________ __________________________________________________________________________ This information is provided by __________________________________________ the assignee named above, or ______________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. THIS IS AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE UNITED STATES SECURITIES ACT CERTIFICATE NOTIONAL AMOUNT OF 1933THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, AS AMENDED (THE “SECURITIES ACT”). NEITHER CERTIFICATE NOTIONAL AMOUNT OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR AT ANY INTEREST HEREIN TIME MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER LESS THAN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOWAMOUNT SHOWN ON THE FACE HEREOF. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWHEREIN. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT AND ANY TRANSFEREE OF THIS CERTIFICATE MAY WILL BE REOFFERED, RESOLD, PLEDGED DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING HOLDING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) 90-88, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14ITS EQUIVALENT) BY STANDARD & POOR’S, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5FITCH, ▇▇▇▇▇▇▇’▇ ISINDBRS LIMITED OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of hybrid residential mortgage loans and any other assets established by Initial Class Notional Amount of the Class A-IO Certificates: US55283JAC452 $222,378,000 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: February 2040 Initial Certificate Balance Notional Amount of this CertificateCertificates: $[_________] 222,378,000 Cut-off Date: April 1, 2010 NUMBER 1 CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede 81744P AB1 THIS CERTIFIES THAT CEDE & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class A-IO Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under the Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 May 2010 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion . All sums distributable on this Certificate are payable in the coin or currency of the aggregate amount United States of principal, interest America which at the time of payment is legal tender for the payment of public and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreementprivate debts. With respect to each Distribution Date, the Determination Date Reference is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be hereby made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms further provisions of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth thereinon the reverse hereof, upon surrender for registration of transfer of any Certificate, the Certificate Registrar which shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of have the same Class. Prior to due presentation effect as though fully set forth on the face of this Certificate for registration Certificate. Unless the certificate of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Pooling Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling Agreement (Sequoia Mortgage Trust 2010-H1), Pooling Agreement (Sequoia Mortgage Trust 2010-H1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number _______________________ or, or if mailed by check, to _________________ __________________________________________________________________________ Applicable reports and statements should be mailed to ______________________________ __________________________________________________________________________ This information is provided by __________________________________________ the assignee named above, or ______________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)REMIC RESIDUAL INTEREST CERTIFICATE. NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY DOES NOT EVIDENCE AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGEOBLIGATION OF, OR PAYMENTAN INTEREST IN, AND ANY CERTIFICATE ISSUED IS REGISTERED IN NOT GUARANTEED BY, THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)DEPOSITOR, ANY TRANSFER, PLEDGETHE TRUSTEE, OR OTHER USE HEREOF FOR VALUE ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR OTHERWISE GUARANTEED BY ANY GOVERNMENTAL AGENCY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendPRIVATE INSURER. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN EACH CASE SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND ANY APPLICABLE SECURITIES LAWS (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY STATE TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE MAY NOT SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED DEEMED TO ANY PERSON HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES THE CERTIFICATE REGISTRAR WITH (A) A CERTIFICATION TO THE EFFECT THAT SUCH TRANSFEREE (1) IS OR BECOMES NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS RETIREMENT ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), (COLLECTIVELY, A "PLAN") NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (2) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION 3(32V(e) OF ERISATHE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR OTHER PLAN THAT IS SUBJECT (B) AN OPINION OF COUNSEL SATISFACTORY TO ANY FEDERALTHE CERTIFICATE REGISTRAR, STATE OR LOCAL LAW THAT ISAND UPON WHICH THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICER, AND THE DEPOSITOR SHALL BE ENTITLED TO RELY, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”)AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE SERVICER, OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND OR ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN ENTITIES. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO ACQUIRE THIS First HAVE MADE A REPRESENTATION AS REQUIRED HEREIN. Evidencing a beneficial interest in a pool of hybrid residential mortgage loans and any other assets established by Initial Class Amount of the Class R Certificates: $50 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate February 2040 Initial Certificate Balance Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 50 Cut-off Date: December 2034 April 1, 2010 NUMBER 1 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No81744P AG0 THIS CERTIFIES THAT RWT HOLDINGS, INC.: B-[_] This certifies that [Cede & Co.][_________] , is the registered owner of the Percentage Interest evidenced by this Certificate in a Trust Fund, the distributions assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under the Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be made from held in the Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 May 2010 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion . All sums distributable on this Certificate are payable in the coin or currency of the aggregate amount United States of principal, interest America which at the time of payment is legal tender for the payment of public and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreementprivate debts. With respect to each Distribution Date, the Determination Date Reference is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be hereby made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms further provisions of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth thereinon the reverse hereof, upon surrender for registration of transfer of any Certificate, the Certificate Registrar which shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of have the same Class. Prior to due presentation effect as though fully set forth on the face of this Certificate for registration Certificate. Unless the certificate of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Pooling Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling Agreement (Sequoia Mortgage Trust 2010-H1), Pooling Agreement (Sequoia Mortgage Trust 2010-H1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to ___________________________ Applicable reports and statements should be mailed to ______________________________________________ This information is provided by _________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)REMIC RESIDUAL INTEREST CERTIFICATE. NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY DOES NOT EVIDENCE AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGEOBLIGATION OF, OR PAYMENTAN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY CERTIFICATE ISSUED AFFILIATE OF ANY OF THEM AND IS REGISTERED IN THE NAME OF CEDE & CO. NOT INSURED OR IN SUCH OTHER NAME AS IS REQUESTED GUARANTEED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. GOVERNMENTAL AGENCY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendPRIVATE INSURER. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN EACH CASE SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND ANY APPLICABLE SECURITIES LAWS (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY STATE TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE UNITED STATES CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. NO TRANSFER OF THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR USING OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE ASSETS FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Certificate: 100% Cut-off Date: June 1, 2013 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 June 2043 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[81745E AH2 THIS CERTIFIES THAT _________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] __________________________is the registered owner of the Percentage Interest evidenced by this Certificate in a Trust Fund, the distributions assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be made from held in the Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 July 2013 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ______________________________________________ for the account of ___________________________________ account number ____________________. _______ or, if mailed by check, to ____________________________________ ___________________________________________________________________________________________________________ Applicable reports and statements should be mailed to _________________________________________________________________ ___________________________________________________________________________________________________________ This information is provided by ___________________________________________________________________________ the Assignee(s) assignee named above, or ___________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS SERVICING AGREEMENT. NO TRANSFER OF ANY STATE OF THE UNITED STATES THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Amount of the Class B-4 Certificates: $3,002,000 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate September 2041 NUMBER 1 Initial Certificate Balance Principal Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 3,002,000 Cut-off Date: December 2034 September 1, 2011 CUSIP: 5▇▇▇▇81744Q AF0 THIS CERTIFIES THAT N▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-4 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 October 2011 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: Variable IO4 First Distribution Date: January 14April 12, 2020 2016 Aggregate Initial Certificate Balance Notional Amount of the Class B X-A Certificates: $97,755,000 100,000,000 Rated Final Distribution Date: December 2034 February 2029 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 36251GAC85 U0401RAB86 36251GAD67 Initial Certificate Balance Notional Amount of this Certificate: $[_________][QIB] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: $[______]3 [Reg S] $[______][IAI] ISIN: US36251GAC878 USU0401RAB889 US36251GAD6010 Common Code: 138192008 No.: B-[_X-A-[1] This certifies that [Cede & Co.][_________] Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B X-A Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory two notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (or the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X-B, Class B, Class C, Class D, Class E, Class F and Class VRR R Certificates (collectively, collectively with the Class B X-A 4 The initial Pass-Through Rate on the Class X-A Certificates is 0.999%. 5 For Rule 144A Certificates. 6 For Regulation S Certificates. 7 For IAI Certificates. 8 For Rule 144A Certificates. 9 For Regulation S Certificates. 10 For IAI Certificates. 11 For Global Certificate only. Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8March 18, 2019 2016 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial GS Mortgage Securities Inc.Corporation II, as Depositor, KeyBank ▇▇▇▇▇ Fargo Bank, National Association, as Servicer, LNR Partners▇▇▇▇▇ Fargo Bank, LLCNational Association, as Special Servicer, ▇▇▇▇▇ Fargo Bank, National Association, as Certificate Administrator and Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 April 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date)occurs, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principalinterest, interest and any Non-Retained Prepayment Fees Yield Maintenance Default Premiums then distributable, if any, with respect and any other amounts distributable to the Class B X-A Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the NotesTrust Loan, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Servicer, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or nor any agent of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate AdministratorTrustee, without the consent of any of the CertificateholdersCertificateholders or Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate Administrator Trustee with the written consent of the Holders of Certificates representing of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests of each constituting the Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; providedHolders of the Certificates, however, no such except that the amendment shall may not (i1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Trust Loan which that are required to be distributed on any Trust Interest or to any Companion Loan Holder, Certificate; (ii2) alter in any manner the liens on any Collateral securing payments on of the Mortgage Trust Loan; (iii3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, Practices; (iv4) change the percentages of Voting Rights or Percentage Interests of Certificateholders which that are required to consent to any action or inaction under the Trust and Servicing Agreement; (v5) change adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of , and the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In additionTrustee, the Trust and Servicing Agreement provides that (i) neither Servicer, the Trustee nor Special Servicer or the Certificate Administrator shall consent to may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer or the Certificate Administrator under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless it shall the Trustee, the Servicer, the Special Servicer and the Certificate Administrator have first been furnished with received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that such the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied met and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified person in accordance with the amendment, will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMICREMIC under the Code. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Depositor and the Certificate Administrator Trustee created thereby with respect to the Certificates (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 9 of the Trust and Servicing Agreement upon following the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests Certificates or (ii) the liquidation of the Trust Whole Loan (including, without limitation, in connection with the sale of the Trust Whole Loan pursuant to a related mezzanine intercreditor agreement the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property Properties and all other Collateral for the Trust Whole Loan, ; provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United KingdomCourt of St. James’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number _______________________ or, or if mailed by check, to _________________ __________________________________________________________________________ Applicable reports and statements should be mailed to ______________________________ __________________________________________________________________________ This information is provided by __________________________________________ the assignee named above, or ______________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST AND SERVICING POOLING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, AND (B) SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN EACH CASE THE FORM APPEARING IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS THE POOLING AGREEMENT. NO TRANSFER OF ANY STATE OF THE UNITED STATES THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(e)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of hybrid residential mortgage loans and any other assets established by Initial Class Principal Amount of the Class B-4 Certificates: $2,973,233 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate February 2040 Initial Certificate Balance Principal Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 2,973,233 Cut-off Date: December 2034 April 1, 2010 NUMBER 1 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede 81744P AF2 THIS CERTIFIES THAT CEDE & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-4 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under the Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 May 2010 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion . All sums distributable on this Certificate are payable in the coin or currency of the aggregate amount United States of principal, interest America which at the time of payment is legal tender for the payment of public and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreementprivate debts. With respect to each Distribution Date, the Determination Date Reference is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be hereby made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms further provisions of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth thereinon the reverse hereof, upon surrender for registration of transfer of any Certificate, the Certificate Registrar which shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of have the same Class. Prior to due presentation effect as though fully set forth on the face of this Certificate for registration Certificate. Unless the certificate of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Pooling Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling Agreement (Sequoia Mortgage Trust 2010-H1), Pooling Agreement (Sequoia Mortgage Trust 2010-H1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to ____________________________ Applicable reports and statements should be mailed to ______________________________________________ This information is provided by _________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS SERVICING AGREEMENT. NO TRANSFER OF ANY STATE OF THE UNITED STATES THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Initial Certificate Amount of the Class B-5 Principal Amount of this Certificates: $4,832,464 Certificate: $4,832,464 Certificate Interest Rate: Adjustable Cut-off Date: June 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.June 2043
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS, AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: The Adjusted Net Mortgage Rate with respect to the Trust Loan1 First Distribution Date: January 14May 12, 2020 2021 Aggregate Initial Certificate Balance of the Class B D Certificates: $97,755,000 38,796,000 Rated Final Distribution Date: December 2034 April 2043 CUSIP: 5▇▇▇▇▇▇▇▇ 67076X AG0 ISIN: US55283JAC452 US67076XAG072 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ U6705X AD1 ISIN: USU5562JAB09 USU6705XAD13 Common Code: [_______]3 CUSIP: 67076X AH8 ISIN: US67076XAH894 No.: B-[_D-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B D Certificates. The Trust Fund consists primarily of 6 promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class E, Class R and Class VRR Certificates (collectively, with the Class B D Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8April 6, 2019 2021 (the “Trust and Servicing Agreement”), by 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.20550% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. 4 For IAI Certificate only. and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLCKeyBank National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 May 2021 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Fee then distributable, if any, with respect to the Class B D Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020May 2021. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to _________________________ Applicable reports and statements should be mailed to ____________________________________________ This information is provided by ________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY INTEREST THEREIN SHALL BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Initial Certificate Amount of the Class B-1 Principal Amount of this Certificates: $9,663,000 Certificate: $9,663,000 Certificate Interest Rate: Adjustable Cut-off Date: June 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.June 2043
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ______________________________________________ for the account of ___________________________________ account number ____________________. _______ or, if mailed by check, to ____________________________________ ___________________________________________________________________________________________________________ Applicable reports and statements should be mailed to _________________________________________________________________ ___________________________________________________________________________________________________________ This information is provided by ___________________________________________________________________________ the Assignee(s) assignee named above, or ___________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. THIS IS AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE UNITED STATES SECURITIES ACT CERTIFICATE NOTIONAL AMOUNT OF 1933THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, AS AMENDED (THE “SECURITIES ACT”). NEITHER CERTIFICATE NOTIONAL AMOUNT OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR AT ANY INTEREST HEREIN TIME MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER LESS THAN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOWAMOUNT SHOWN ON THE FACE HEREOF. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1) PURSUANT TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR (2) TRANSFER TO AN INSTITUTIONAL INVESTOR THAT IS REQUIRE THE DELIVERY OF A NON-”U.S. PERSON” CERTIFICATE OF TRANSFER IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, THE FORM APPEARING IN THE POOLING AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER SERVICING AGREEMENT. THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS HOLDER AND ANY APPLICABLE SECURITIES LAWS TRANSFEREE OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) 89-90, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR USING ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE ASSETS TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH PLAN TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ACQUIRE ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS First CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Notional Initial Certificate Amount of the Class A-IO Notional Amount of this Certificates: $347,460,000 Certificates: $347,460,000 Certificate Interest Rate: Adjustable Cut-off Date: September 1, 2011 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.September 2041
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number _______________________ or, or if mailed by check, to _________________ __________________________________________________________________________ Applicable reports and statements should be mailed to ______________________________ __________________________________________________________________________ This information is provided by __________________________________________ the assignee named above, or ______________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST AND SERVICING POOLING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, AND (B) SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN EACH CASE THE FORM APPEARING IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS THE POOLING AGREEMENT. NO TRANSFER OF ANY STATE OF THE UNITED STATES THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(e)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of hybrid residential mortgage loans and any other assets established by Initial Class Principal Amount of the Class B-3 Certificates: $4,162,000 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate February 2040 Initial Certificate Balance Principal Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 4,162,000 Cut-off Date: December 2034 April 1, 2010 NUMBER 1 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede 81744P AE5 THIS CERTIFIES THAT CEDE & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-3 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under the Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 May 2010 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion . All sums distributable on this Certificate are payable in the coin or currency of the aggregate amount United States of principal, interest America which at the time of payment is legal tender for the payment of public and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreementprivate debts. With respect to each Distribution Date, the Determination Date Reference is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be hereby made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms further provisions of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth thereinon the reverse hereof, upon surrender for registration of transfer of any Certificate, the Certificate Registrar which shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of have the same Class. Prior to due presentation effect as though fully set forth on the face of this Certificate for registration Certificate. Unless the certificate of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Pooling Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling Agreement (Sequoia Mortgage Trust 2010-H1), Pooling Agreement (Sequoia Mortgage Trust 2010-H1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to ______________________________ Applicable reports and statements should be mailed to ________________________________________________ This information is provided by ____________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOWCERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWHEREIN. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT AND ANY TRANSFEREE OF THIS CERTIFICATE MAY WILL BE REOFFERED, RESOLD, PLEDGED DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING HOLDING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF 1986ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) 90-29, AS AMENDED (THE “CODEUNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR A GOVERNMENTAL PLAN ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN SECTION 3(32U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF ERISAPTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR OTHER HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN THAT INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS SUBJECT A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY FEDERAL, STATE PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 HOLDING OF ERISA THIS CERTIFICATE (OR SECTION 4975 INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE CODE (“SIMILAR LAW”)RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR ANY PERSON ACTING ON BEHALF OF ANY EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Initial Certificate Amount of the Class A-2 Principal Amount of this Certificates: $23,528,000 Certificate: $23,528,000 Certificate Interest Rate: Adjustable Cut-off Date: June 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.June 2043
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________ _______________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of _____ ______________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ___________________ ______________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. Pass-Through Rate: The Net Trust Loan Rate4 First Distribution Date: January 1412, 2020 2017 Aggregate Initial Certificate Balance of the Class B E Certificates: $97,755,000 57,133,000 Rated Final Distribution Date: December 2034 January 2035 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 91831U AG25 U92377 AG26 91831U AQ07 Initial Certificate Balance of this Certificate: $[_________][QIB] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: $[______]3 [Reg S] $[______][IAI] ISIN: US91831UAG228 USU92377AG239 US91831UAQ0410 [Common Code: 154105875]11 No.: B-[_E-[1] This certifies that [Cede & Co.][_________] Co.]12 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B E Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory four notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by a special purpose entity evidencing a portion of a fixed rate loan (or the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R 4 The initial approximate Pass-Through Rate as of the Closing date is 3.90263%. 5 For Rule 144A Certificates. 6 For Regulation S Certificates. 7 For IAI Certificates. 8 For Rule 144A Certificates. 9 For Regulation S Certificates. 10 For IAI Certificates. 11 For Regulation S Certificates. 12 For Global Certificate only. X-A, Class B, Class C, Class D and Class VRR R Certificates (collectively, collectively with the Class B E Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 86, 2019 2016 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial GS Mortgage Securities Inc.Corporation II, as Depositor, KeyBank Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, LNR PartnersAEGON USA Realty Advisors, LLC, as Special Servicer, Wilmington Trustand ▇▇▇▇▇ Fargo Bank, National Association, as Certificate Administrator and Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date)occurs, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principalprincipal and interest, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect and any other amounts distributable to the Class B E Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the NotesTrust Loan, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Servicer, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or nor any agent of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate AdministratorTrustee, without the consent of any of the CertificateholdersCertificateholders or Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate Administrator Trustee with the written consent of the Holders of Certificates representing of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests of each constituting the Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; providedHolders of the Certificates, however, no such except that the amendment shall may not (i1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Trust Loan which that are required to be distributed on any Trust Interest or to any Companion Loan Holder, Certificate; (ii2) alter in any manner the liens on any Collateral securing payments on of the Mortgage Trust Loan; (iii3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, Practices; (iv4) change the percentages of Voting Rights or Percentage Interests of Certificateholders which that are required to consent to any action or inaction under the Trust and Servicing Agreement; (v5) change adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations or rights of any the Loan Seller Sellers under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of Sellers, and the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In additionTrustee, the Trust and Servicing Agreement provides that (i) neither Servicer, the Trustee nor Special Servicer or the Certificate Administrator shall consent to may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer or the Certificate Administrator under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless it shall the Trustee, the Servicer, the Special Servicer and the Certificate Administrator have first been furnished with received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that such the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied met and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified person in accordance with the amendment, will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier an Adverse REMIC or the Upper Tier REMIC to fail to qualify as a REMICEvent. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Depositor and the Certificate Administrator Trustee created thereby with respect to the Certificates (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 9 of the Trust and Servicing Agreement upon following the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests Certificates or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Whole Loan, ; provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United KingdomCourt of St. James’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”)CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CERTIFICATE. CUSIP: 5▇▇▇▇▇▇▇▇ 67076X AQ8 ISIN: US55283JAC452 Initial Certificate Balance of this CertificateUS67076XAQ88 No.: $R-[ ] This certifies that [_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B R Certificates. The Trust Fund consists primarily of 6 promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X, Class B, Class C, Class D, Class E and Class VRR Certificates (collectively, with the Class B R Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8November 6, 2019 2020 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLCKeyBank National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. , To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 May 2021 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, amounts distributable with respect to the Class B R Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020May 2021. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.. The Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders of such Class R Certificates, to the irrevocable designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs). Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject to the following provisions:
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to ______________________________ Applicable reports and statements should be mailed to ________________________________________________ This information is provided by ____________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOWCERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWHEREIN. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT AND ANY TRANSFEREE OF THIS CERTIFICATE MAY WILL BE REOFFERED, RESOLD, PLEDGED DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING HOLDING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF 1986ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) 90-29, AS AMENDED (THE “CODEUNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR A GOVERNMENTAL PLAN ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN SECTION 3(32U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF ERISAPTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR OTHER HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN THAT INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS SUBJECT A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY FEDERAL, STATE PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 HOLDING OF ERISA THIS CERTIFICATE (OR SECTION 4975 INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE CODE (“SIMILAR LAW”)RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR ANY PERSON ACTING ON BEHALF OF ANY EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Initial Certificate Amount of the Class A-3 Principal Amount of this Certificates: $10,000,000 Certificate: $10,000,000 Certificate Interest Rate: Adjustable Cut-off Date: June 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.June 2043
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to ______________________________ Applicable reports and statements should be mailed to ________________________________________________ This information is provided by __________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. THIS IS AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE UNITED STATES SECURITIES ACT CERTIFICATE NOTIONAL AMOUNT OF 1933THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, AS AMENDED (THE “SECURITIES ACT”). NEITHER CERTIFICATE NOTIONAL AMOUNT OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR AT ANY INTEREST HEREIN TIME MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER LESS THAN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOWAMOUNT SHOWN ON THE FACE HEREOF. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWHEREIN. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT AND ANY TRANSFEREE OF THIS CERTIFICATE MAY WILL BE REOFFERED, RESOLD, PLEDGED DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING HOLDING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF 1986ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) 90-29, AS AMENDED (THE “CODEUNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR A GOVERNMENTAL PLAN ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN SECTION 3(32U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF ERISAPTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR OTHER HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN THAT INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS SUBJECT A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY FEDERAL, STATE PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 HOLDING OF ERISA THIS CERTIFICATE (OR SECTION 4975 INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE CODE (“SIMILAR LAW”)RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR ANY PERSON ACTING ON BEHALF OF ANY EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Notional Initial Certificate Amount of the Class A-IO1 Notional Amount of this Certificates: $23,528,000 Certificate: $23,528,000 Certificate Interest Rate: Adjustable Cut-off Date: June 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.June 2043
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ______________________________________________ for the account of ___________________________________ account number ____________________. _______ or, if mailed by check, to ____________________________________ ___________________________________________________________________________________________________________ Applicable reports and statements should be mailed to _________________________________________________________________ ___________________________________________________________________________________________________________ This information is provided by ___________________________________________________________________________ the Assignee(s) assignee named above, or ___________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY INTEREST THEREIN SHALL BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Amount of the Class B-3 Certificates: $5,440,000 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate September 2041 NUMBER 1 Initial Certificate Balance Principal Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 5,440,000 Cut-off Date: December 2034 September 1, 2011 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede 81744Q AD5 THIS CERTIFIES THAT CEDE & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-3 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 October 2011 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to ___________________________ Applicable reports and statements should be mailed to _____________________________________________ This information is provided by ________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS SERVICING AGREEMENT. NO TRANSFER OF ANY STATE OF THE UNITED STATES THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Initial Certificate Amount of the Class B-4 Principal Amount of this Certificates: $3,681,000 Certificate: $3,681,000 Certificate Interest Rate: Adjustable Cut-off Date: June 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.June 2043
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to ____________________________ Applicable reports and statements should be mailed to ______________________________________________ This information is provided by _________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)REMIC RESIDUAL INTEREST CERTIFICATE. NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY DOES NOT EVIDENCE AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGEOBLIGATION OF, OR PAYMENTAN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY CERTIFICATE ISSUED AFFILIATE OF ANY OF THEM AND IS REGISTERED IN THE NAME OF CEDE & CO. NOT INSURED OR IN SUCH OTHER NAME AS IS REQUESTED GUARANTEED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. GOVERNMENTAL AGENCY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendPRIVATE INSURER. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN EACH CASE SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND ANY APPLICABLE SECURITIES LAWS (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY STATE TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS LT-R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE UNITED STATES CLASS LT-R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. NO TRANSFER OF THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR USING OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE ASSETS FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Certificate: 100% Cut-off Date: June 1, 2013 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 June 2043 CUSIP: 5▇▇▇8▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[▇▇▇ THIS CERTIFIES THAT _________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] ______________________________ is the registered owner of the Percentage Interest evidenced by this Certificate in a Trust Fund, the distributions assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be made from held in the Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 July 2013 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number _______________________ or, or if mailed by check, to _________________ __________________________________________________________________________ Applicable reports and statements should be mailed to ______________________________ __________________________________________________________________________ This information is provided by __________________________________________ the assignee named above, or ______________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST AND SERVICING POOLING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY INTEREST THEREIN SHALL BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(e)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of hybrid residential mortgage loans and any other assets established by Initial Class Principal Amount of the Class B-2 Certificates: $2,379,000 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate February 2040 Initial Certificate Balance Principal Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 2,379,000 Cut-off Date: December 2034 April 1, 2010 NUMBER 1 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede 81744P AD7 THIS CERTIFIES THAT CEDE & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-2 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under the Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 May 2010 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion . All sums distributable on this Certificate are payable in the coin or currency of the aggregate amount United States of principal, interest America which at the time of payment is legal tender for the payment of public and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreementprivate debts. With respect to each Distribution Date, the Determination Date Reference is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be hereby made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms further provisions of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth thereinon the reverse hereof, upon surrender for registration of transfer of any Certificate, the Certificate Registrar which shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of have the same Class. Prior to due presentation effect as though fully set forth on the face of this Certificate for registration Certificate. Unless the certificate of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Pooling Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling Agreement (Sequoia Mortgage Trust 2010-H1), Pooling Agreement (Sequoia Mortgage Trust 2010-H1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to ___________________________ Applicable reports and statements should be mailed to _____________________________________________ This information is provided by ________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY INTEREST THEREIN SHALL BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Initial Certificate Amount of the Class B-3 Principal Amount of this Certificates: $6,902,000 Certificate: $6,902,000 Certificate Interest Rate: Adjustable Cut-off Date: June 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.June 2043
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE Pass-Through Rate: Variable IO1 First Distribution Date: January 14▇▇▇▇▇ ▇▇, 2020 Aggregate ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Initial Certificate Balance Notional Amount of the Class B X Certificates: $97,755,000 92,600,000 Rated Final Distribution Date: December 2034 February 2044 CUSIP: 5▇▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 US12429EAC12 2 Initial Certificate Balance Notional Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 USU1225DAB11 Common Code: [______]3 2448037333 CUSIP: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇: US12429EAD944 No.: B-[_X-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B X Certificates. The Trust Fund consists primarily of multiple promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple the Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R B, Class C, Class D, Class E, Class F, Class G, Class HRR and Class VRR R Certificates (collectively, with the Class B X Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) ). 1 For any Distribution Date, a per annum rate equal to the weighted average of the Class X Strip Rates for the Class LA, Class LB, Class LC and Class LD Uncertificated Interests (weighted on the Uncertificated VRR Interestbasis of their respective Lower-Tier Principal Amounts, in each case, immediately prior to such Distribution Date). The initial approximate Pass-Through Rate as of the Closing Date is 0.76344% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. 4 For IAI Certificate only. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8February 6, 2019 2022 (the “Trust and Servicing Agreement”), by and among Citigroup BMO Commercial Mortgage Securities Inc.LLC, as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and CitibankComputershare Trust Company, N.A.National Association, as Certificate Administrator, and Pentalpha Surveillance LLC, as Operating Advisor. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 March 2022 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees Yield Maintenance Premium then distributable, if any, with respect to the Class B X Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020March 2022. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorOperating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.T
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to ______________________________ Applicable reports and statements should be mailed to ________________________________________________ This information is provided by ____________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. THIS IS AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE UNITED STATES SECURITIES ACT CERTIFICATE NOTIONAL AMOUNT OF 1933THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, AS AMENDED (THE “SECURITIES ACT”). NEITHER CERTIFICATE NOTIONAL AMOUNT OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR AT ANY INTEREST HEREIN TIME MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER LESS THAN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOWAMOUNT SHOWN ON THE FACE HEREOF. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY INTEREST THEREIN SHALL BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Notional Initial Certificate Amount of the Class A-IO2 Notional Amount of this Certificates: $427,487,000 Certificate: $427,487,000 Certificate Interest Rate: Adjustable Cut-off Date: June 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.June 2043
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number _______________________ or, or if mailed by check, to _________________ __________________________________________________________________________ Applicable reports and statements should be mailed to ______________________________ __________________________________________________________________________ This information is provided by __________________________________________ the assignee named above, or ______________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST AND SERVICING POOLING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY INTEREST THEREIN SHALL BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(e)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of hybrid residential mortgage loans and any other assets established by Initial Class Principal Amount of the Class B-1 Certificates: $5,946,000 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate February 2040 Initial Certificate Balance Principal Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 5,946,000 Cut-off Date: December 2034 April 1, 2010 NUMBER 1 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede 81744P AC9 THIS CERTIFIES THAT CEDE & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-1 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under the Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 May 2010 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion . All sums distributable on this Certificate are payable in the coin or currency of the aggregate amount United States of principal, interest America which at the time of payment is legal tender for the payment of public and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreementprivate debts. With respect to each Distribution Date, the Determination Date Reference is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be hereby made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms further provisions of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth thereinon the reverse hereof, upon surrender for registration of transfer of any Certificate, the Certificate Registrar which shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of have the same Class. Prior to due presentation effect as though fully set forth on the face of this Certificate for registration Certificate. Unless the certificate of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Pooling Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling Agreement (Sequoia Mortgage Trust 2010-H1), Pooling Agreement (Sequoia Mortgage Trust 2010-H1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS, AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: 3.14200% per annum First Distribution Date: January 14May 12, 2020 2021 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 24,412,000 Rated Final Distribution Date: December 2034 April 2043 CUSIP: 5▇▇▇▇▇▇▇▇ 67076X AC9 ISIN: US55283JAC452 US67076XAC921 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ U6705X AB5 ISIN: USU5562JAB09 USU6705XAB56 Common Code: [______]3 2 CUSIP: 67076X AD7 ISIN: US67076XAD753 No.: B-[_[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of 6 promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class C, Class D, Class E, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8April 6, 2019 2021 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLCKeyBank National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 2 For Regulation S Global Certificate only. 3 For IAI Certificate only. not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 May 2021 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Fee then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020May 2021. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. DistributionsDistributions shall be made, if being made by wire transfer or otherwise, in immediately available funds, to _______________funds to_____________ for the account of ______________________________ account number ______________ or, if mailed by check, to _______________ ________________________. Statements should be mailed to ____________________. This information is provided by _____________________________________________________ the Assignee(s) assignee named above, or ________________________________________________ , as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [IF THE TRANSFEREE OF THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF REGULATION S UNDER THE UNITED STATES SECURITIES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 19331974, AS AMENDED (THE “SECURITIES ACTERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., . HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE DATE OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2012 CUT-OFF DATE: JULY 1, 2012 CLOSING DATE: JULY 30, 2012 FIRST DISTRIBUTION DATE: AUGUST 17, 2012 AGGREGATE CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE BALANCE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS CLASS C CERTIFICATES AS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B CertificatesCLOSING DATE: $97,755,000 Rated Final Distribution Date24,526,000 NO. C-1 MASTER SERVICER: December 2034 CUSIPBANK OF AMERICA, NATIONAL ASSOCIATION SPECIAL SERVICER: 5MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION TRUST ADVISOR: SITUS HOLDINGS, LLC TRUSTEE/CERTIFICATE ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT: U.S. BANK NATIONAL ASSOCIATION CUSTODIAN: W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION CUSIP NO. 6▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance ISIN NO. US61761ABD90 evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate: $[_________] CUSIP: U”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between M▇▇▇▇▇ S▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is Capital I Inc. (hereinafter called the registered owner “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the Percentage Interest evidenced pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the M▇▇▇▇▇ S▇▇▇▇▇▇ Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class C Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate in specified on the distributions face hereof by the initial Aggregate Certificate Balance of the Class C Certificates. This Certificate does not purport to be summarize the Pooling and Servicing Agreement and reference is made from a Trust Fund to that agreement for information with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the “Trust Loan”) that is evidenced by eight promissory notes rights, duties and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets obligations of the Trust Fundparties thereto. The Trust Loan This Certificate is issued under and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents subject to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, dated as of December 8, 2019 (the “Trust to which Pooling and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositoramended from time to time, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as the Holder of this Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as by virtue of the Closing Date acceptance hereof assents and by which such Holder is 3.575% per annumbound. 2 For In the case of any conflict between terms specified in this Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized and terms used herein shall have the respective meanings assigned thereto specified in the Trust and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate Administrator will distributebe made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after each the related Determination Date, commencing in January 2020 Date (each such date, a “Distribution Date”)) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which of such distribution (the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the The Determination Date is the 8th 11th day of each month, or, if the calendar month in which such Distribution Date occurs, but if such 8th 11th day is not a Business Day, the immediately next succeeding Business DayDay (a “Determination Date”), commencing on August 13, 2012. All sums distributable on this Certificate are payable in January 2020the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class C Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Persons entitled thereto Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer of in immediately available funds to an account specified in the account request of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution DateCertificateholder. Notwithstanding the foregoingabove, the final distribution on each any Certificate shall will be made in like manner, but only upon presentment presentation and surrender of such Certificate at the location that is will be specified in a notice of the notice to Certificateholders pendency of such final distribution. This Certificate is limited in right of payment toThe Pooling and Servicing Agreement permits, among other thingswith certain exceptions therein provided, certain collections the amendment thereof and recoveries in respect the modification of the Notesrights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as more specifically set forth herein and specified in the Trust Pooling and Servicing Agreement. This Any such consent by the Holder of this Certificate does not purport to summarize the Trust shall be conclusive and Servicing Agreement, binding on such Holder and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms upon all future Holders of this Certificate and of any Certificate issued upon the Trust and Servicing Agreement, transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the terms and conditions of the Trust Certificate. The Pooling and Servicing Agreement shall governalso permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Trust Pooling and Servicing Agreement, Agreement and subject to certain restrictions on limitations therein set forth, the transfer set forth therein, of this Certificate is registrable in the Certificate Register upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfertransfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar their agents may treat the Person in whose name any this Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and hereof for all other purposes whatsoeverpurposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar such agents shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby hereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator Administrator, to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and recordsClass R Certificateholders, and (z) the indemnification rights and obligations as set forth in Section 11.3 of the parties theretoPooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later earliest of (i) the later of (A) the final payment on or other liquidation of the last Mortgage Loan remaining in the Trust Interests (and final distribution to the Uncertificated LowerCertificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than (i) the Class X-Tier Interests C Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-C Certificates pursuant to the definition of “Sole Certificateholder” or (ii) the liquidation Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust Pooling and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, ; provided that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador Ambassador of the United States to the United KingdomCourt of St. J▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and Servicing Agreement. Unless payment of the Certificate Certificates and of Authentication on this Certificate has been executed by all administrative expenses associated with the Certificate Administrator or on its behalf by the Authenticating AgentTrust, by manual signature, this Certificate shall not be entitled to any benefit under remaining assets of the Trust and Servicing Agreement or shall be valid for any purposedistributed to the holders of the Class R Certificates. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and Registrar has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of _____ ______________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ___________________ ______________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: The Net Trust Loan Rate4 First Distribution Date: January 1412, 2020 2017 Aggregate Initial Certificate Balance of the Class B C Certificates: $97,755,000 14,409,000 Rated Final Distribution Date: December 2034 January 2035 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 91831U AE75 U92377 AE76 91831U AN77 Initial Certificate Balance of this Certificate: Certificate:$[______][QIB] $[_________][Reg S] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: $[______]3 [IAI] ISIN: US91831UAE738 USU92377AE749 US91831UAN7210 [Common Code: 154104917]11 No.: B-[_C-[1] This certifies that [Cede & Co.][_________] Co.]12 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B C Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory four notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by a special purpose entity evidencing a portion of a fixed rate loan (or the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ________ or, if mailed by check, to __________________________ Applicable reports and statements should be mailed to ____________________________________________ This information is provided by ______________________________________________________ the Assignee(s) assignee named above, or ________________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY INTEREST THEREIN SHALL BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Initial Certificate Amount of the Class B-2 Principal Amount of this Certificates: $7,593,000 Certificate: $7,593,000 Certificate Interest Rate: Adjustable Cut-off Date: June 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.June 2043
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ______________________________________________ for the account of ___________________________________ account number ____________________. _______ or, if mailed by check, to ____________________________________ ___________________________________________________________________________________________________________ Applicable reports and statements should be mailed to _________________________________________________________________ ___________________________________________________________________________________________________________ This information is provided by ___________________________________________________________________________ the Assignee(s) assignee named above, or ___________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)REMIC RESIDUAL INTEREST CERTIFICATE. NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY DOES NOT EVIDENCE AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGEOBLIGATION OF, OR PAYMENTAN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY CERTIFICATE ISSUED AFFILIATE OF ANY OF THEM AND IS REGISTERED IN THE NAME OF CEDE & CO. NOT INSURED OR IN SUCH OTHER NAME AS IS REQUESTED GUARANTEED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. GOVERNMENTAL AGENCY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendPRIVATE INSURER. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN EACH CASE SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND ANY APPLICABLE SECURITIES LAWS (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY STATE TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS LT-R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE UNITED STATES CLASS LT-R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. NO TRANSFER OF THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Percentage Interest of this Certificate: 100% Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution September 2041 NUMBER 1 Cut-off Date: December 2034 September 1, 2011 CUSIP: 5▇▇▇▇81744Q AJ2 THIS CERTIFIES THAT N▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate in a Trust Fund, the distributions assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be made from held in the Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 October 2011 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS, AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. Pass-Through Rate: The Adjusted Net Mortgage Rate with respect to the Trust Loan1 First Distribution Date: January 14May 12, 2020 2021 Aggregate Initial Certificate Balance of the Class B E Certificates: $97,755,000 31,117,000 Rated Final Distribution Date: December 2034 April 2043 CUSIP: 5▇▇▇▇▇▇▇▇ 67076X AJ4 ISIN: US55283JAC452 US67076XAJ462 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ U6705X AE9 ISIN: USU5562JAB09 USU6705XAE95 Common Code: [_______]3 CUSIP: 67076X AK1 ISIN: US67076XAK194 No.: B-[_E-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B E Certificates. The Trust Fund consists primarily of 6 promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class R and Class VRR Certificates (collectively, with the Class B E Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8April 6, 2019 2021 (the “Trust and Servicing Agreement”), by 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.20550% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. 4 For IAI Certificate only. and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLCKeyBank National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 May 2021 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Fee then distributable, if any, with respect to the Class B E Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020May 2021. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.Servicing
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS, AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: The Adjusted Net Mortgage Rate with respect to the Trust Loan1 First Distribution Date: January 14May 12, 2020 2021 Aggregate Initial Certificate Balance of the Class B C Certificates: $97,755,000 38,767,000 Rated Final Distribution Date: December 2034 April 2043 CUSIP: 5▇▇▇▇▇▇▇▇ 67076X AE5 ISIN: US55283JAC452 US67076XAE582 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ U6705X AC3 ISIN: USU5562JAB09 USU6705XAC30 Common Code: [________]3 CUSIP: 67076X AF2 ISIN: US67076XAF244 No.: B-[_C-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B C Certificates. The Trust Fund consists primarily of 6 promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class D, Class E, Class R and Class VRR Certificates (collectively, with the Class B C Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and ). 1 The approximate initial Pass-Through Rate as of the Uncertificated VRR InterestClosing Date is 3.20550% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. 4 For IAI Certificate only. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8April 6, 2019 2021 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLCKeyBank National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 May 2021 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Fee then distributable, if any, with respect to the Class B C Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020May 2021. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________ account number ____________________. This information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS Pass-Through Rate: Variable IO4 First Distribution Date: January 14August 11, 2020 2017 Aggregate Initial Certificate Balance Notional Amount of the Class B X Certificates: $97,755,000 58,000,000 Rated Final Distribution Date: December July 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 12651XAC85 Initial Certificate Balance Notional Amount of this U13054AB46 Certificate: $[_________][QIB] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: 12651XAD67 $[______]3 [Reg S] $[______][IAI] ISIN: US12651XAC838 USU13054AB409 US12651XAD6610 No.: B-[_X-[1] This certifies that [Cede & Co.][_________] Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B X Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory two notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by a special purpose entity evidencing a portion of a fixed rate loan (or the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R B, Class C, Class D, Class E, Class HRR and Class VRR R Certificates (collectively, collectively with the Class B X 4 The initial Pass-Through Rate on the Class XA-CP Certificates is 0.090199%. 5 For Rule 144A Certificates. 6 For Regulation S Certificates. 7 For IAI Certificates. 8 For Rule 144A Certificates. 9 For Regulation S Certificates. 10 For IAI Certificates. 11 For Global Certificate only. Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8July 6, 2019 2017 (the “Trust and Servicing Agreement”), by and among Citigroup Credit Suisse Commercial Mortgage Securities Inc.Corp., as Depositor, KeyBank National Association, as Servicer, LNR PartnersAEGON USA Realty Advisors, LLC, as Special Servicer, Wilmington Trust▇▇▇▇▇ Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Citibank, N.A.Park Bridge Lender Services LLC, as Certificate AdministratorOperating Advisor. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 August 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date)occurs, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principalinterest, interest and any Non-Retained Prepayment Fees Charges then distributable, if any, with respect and any other amounts distributable to the Class B X Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the NotesTrust Loan, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Servicer, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or nor any agent of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Operating Advisor and the Certificate AdministratorTrustee, without the consent of any of the CertificateholdersCertificateholders or Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Operating Advisor and the Certificate Administrator Trustee with the written consent of the Holders of Certificates representing of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests of each constituting the Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; providedHolders of the Certificates, however, no such except that the amendment shall may not (i1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Trust Loan which that are required to be distributed on any Trust Interest or to any Companion Loan Holder, Certificate; (ii2) alter in any manner the liens on any Collateral securing payments on of the Mortgage Trust Loan; (iii3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, Practices; (iv4) change the percentages of Voting Rights or Percentage Interests of Certificateholders which that are required to consent to any action or inaction under the Trust and Servicing Agreement; (v5) change adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations or rights of any Loan Seller the Sponsor under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of Sponsor, and the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In additionTrustee, the Trust and Servicing Agreement provides that (i) neither Servicer, the Trustee nor Special Servicer, the Certificate Administrator shall consent to or the Operating Advisor, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless it shall the Trustee, the Operating Advisor, the Servicer, the Special Servicer and the Certificate Administrator have first been furnished with received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that such the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied met and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified person in accordance with the amendment, will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier an Adverse REMIC or the Upper Tier REMIC to fail to qualify as a REMICEvent. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Operating Advisor, the Depositor and the Certificate Administrator Trustee created thereby with respect to the Certificates (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date Date, other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to comply with all federal income tax reporting requirements and maintenance of maintain books and records, records of the Trust Fund for such period of time as it maintains its own books and (z) records and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 9 of the Trust and Servicing Agreement upon following the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests Certificates or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, ; provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United KingdomCourt of St. James’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _________________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYERQIB”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. Pass-Through Rate: The Net Trust Loan Rate4 First Distribution Date: January 14April 12, 2020 2016 Aggregate Initial Certificate Balance of the Class B E Certificates: $97,755,000 65,000,000 Rated Final Distribution Date: December 2034 February 2029 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 36251GAN45 U0401RAG76 36251GAP97 Initial Certificate Balance of this Certificate: $[_________][QIB] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: $[______]3 [Reg S] $[______][IAI] ISIN: US36251GAN438 USU0401RAG759 US36251GAP9010 Common Code: 138145301 No.: B-[_E-[1] This certifies that [Cede & Co.][_________] Co.]11 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B E Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory two notes and secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (or the Custodian on its behalf“Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X-A, Class X-B, Class B, Class C, Class D, Class F and Class VRR R Certificates (collectively, collectively with the Class B E 4 The initial approximate Pass-Through Rate as of the Closing date is 4.202%. 5 For Rule 144A Certificates. 6 For Regulation S Certificates. 7 For IAI Certificates. 8 For Rule 144A Certificates. 9 For Regulation S Certificates. 10 For IAI Certificates. 11 For Global Certificate only. Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8March 18, 2019 2016 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial GS Mortgage Securities Inc.Corporation II, as Depositor, KeyBank ▇▇▇▇▇ Fargo Bank, National Association, as Servicer, LNR Partners▇▇▇▇▇ Fargo Bank, LLCNational Association, as Special Servicer, ▇▇▇▇▇ Fargo Bank, National Association, as Certificate Administrator and Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 April 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date)occurs, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principalprincipal and interest, interest and any Non-Retained Prepayment Fees Yield Maintenance Default Premiums then distributable, if any, with respect and any other amounts distributable to the Class B E Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the NotesTrust Loan, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Servicer, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or nor any agent of the Trustee, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate AdministratorTrustee, without the consent of any of the CertificateholdersCertificateholders or Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator and the Certificate Administrator Trustee with the written consent of the Holders of Certificates representing of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests of each constituting the Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; providedHolders of the Certificates, however, no such except that the amendment shall may not (i1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Trust Loan which that are required to be distributed on any Trust Interest or to any Companion Loan Holder, Certificate; (ii2) alter in any manner the liens on any Collateral securing payments on of the Mortgage Trust Loan; (iii3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, Practices; (iv4) change the percentages of Voting Rights or Percentage Interests of Certificateholders which that are required to consent to any action or inaction under the Trust and Servicing Agreement; (v5) change adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of , and the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In additionTrustee, the Trust and Servicing Agreement provides that (i) neither Servicer, the Trustee nor Special Servicer or the Certificate Administrator shall consent to may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer or the Certificate Administrator under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless it shall the Trustee, the Servicer, the Special Servicer and the Certificate Administrator have first been furnished with received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that such the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied met and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified person in accordance with the amendment, will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMICREMIC under the Code. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee Certificate Administrator, the Depositor and the Certificate Administrator Trustee created thereby with respect to the Certificates (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 9 of the Trust and Servicing Agreement upon following the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests Certificates or (ii) the liquidation of the Trust Whole Loan (including, without limitation, in connection with the sale of the Trust Whole Loan pursuant to a related mezzanine intercreditor agreement the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property Properties and all other Collateral for the Trust Whole Loan, ; provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one 21 years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United KingdomCourt of St. James’s, living on the date of execution of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ______________________________________________ for the account of ___________________________________ account number ____________________. _______ or, if mailed by check, to ____________________________________ ___________________________________________________________________________________________________________ Applicable reports and statements should be mailed to _________________________________________________________________ ___________________________________________________________________________________________________________ This information is provided by ___________________________________________________________________________ the Assignee(s) assignee named above, or ___________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY INTEREST THEREIN SHALL BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Amount of the Class B-2 Certificates: $4,878,000 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate September 2041 NUMBER 1 Initial Certificate Balance Principal Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 4,878,000 Cut-off Date: December 2034 September 1, 2011 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede 81744Q AC7 THIS CERTIFIES THAT CEDE & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-2 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 October 2011 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. Pass-Through Rate: The Adjusted Net Mortgage Rate with respect to the Trust Loan1 First Distribution Date: January 14▇▇▇▇▇ ▇▇, 2020 Aggregate ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Initial Certificate Balance of the Class B E Certificates: $97,755,000 27,000,000 Rated Final Distribution Date: December 2034 February 2044 CUSIP: 5▇▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 US12429EAL112 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 USU1225DAF25 Common Code: [______]3 2447576773 CUSIP: ▇▇▇▇▇▇▇▇▇ ISIN: US12429EAM934 No.: B-[_E-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B E Certificates. The Trust Fund consists primarily of multiple promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple the Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X, Class B, Class C, Class D, Class F, Class G, Class HRR and Class VRR R Certificates (collectively, with the Class B E Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8February 6, 2019 2022 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.5754.86636% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. 4 For IAI Certificate only. by and among BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, Computershare Trust Company, National Association, as Certificate Administrator, and Pentalpha Surveillance LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 March 2022 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Yield Maintenance Premium then distributable, if any, with respect to the Class B E Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020March 2022. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorOperating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.Adminis
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ______________________________________________ for the account of ___________________________________ account number ____________________. _______ or, if mailed by check, to ____________________________________ ___________________________________________________________________________________________________________ Applicable reports and statements should be mailed to _________________________________________________________________ ___________________________________________________________________________________________________________ This information is provided by ___________________________________________________________________________ the Assignee(s) assignee named above, or ___________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS SERVICING AGREEMENT. NO TRANSFER OF ANY STATE OF THE UNITED STATES THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Amount of the Class B-5 Certificates: $4,128,254 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate September 2041 NUMBER 1 Initial Certificate Balance Principal Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 4,128,254 Cut-off Date: December 2034 September 1, 2011 CUSIP: 5▇▇▇▇81744Q AG8 THIS CERTIFIES THAT N▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-5 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 October 2011 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: 4.85000% per annum First Distribution Date: January 14▇▇▇▇▇ ▇▇, 2020 Aggregate ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Initial Certificate Balance of the Class B D Certificates: $97,755,000 21,000,000 Rated Final Distribution Date: December 2034 February 2044 CUSIP: 5▇▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 US12429EAJ641 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 USU1225DAE59 Common Code: [______]3 2447576692 CUSIP: ▇▇▇▇▇▇▇▇▇ ISIN: US12429EAK383 No.: B-[_D-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B D Certificates. The Trust Fund consists primarily of multiple promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple the Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X, Class B, Class C, Class E, Class F, Class G, Class HRR and Class VRR R Certificates (collectively, with the Class B D Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8February 6, 2019 2022 (the “Trust and Servicing Agreement”), by and among Citigroup BMO Commercial Mortgage Securities Inc.LLC, as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and CitibankComputershare Trust Company, N.A.National Association, as Certificate Administrator. To the extent not , and 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 2 For Regulation S Global Certificate only. 3 For IAI Certificate only. Pentalpha Surveillance LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 March 2022 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Yield Maintenance Premium then distributable, if any, with respect to the Class B D Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020March 2022. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorOperating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW). Pass-Through Rate: 3.99000% per annum First Distribution Date: January 14▇▇▇▇▇ ▇▇, 2020 Aggregate ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Initial Certificate Balance of the Class B Certificates: $97,755,000 5,240,000 Rated Final Distribution Date: December 2034 February 2044 CUSIP: 5▇▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 US12429EAE771 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 USU1225DAC93 Common Code: [______]3 2447576342 CUSIP: ▇▇▇▇▇▇▇▇▇ ISIN: US12429EAF433 No.: B-[_[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of multiple promissory notes evidencing a fixed rate interest-only commercial mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple the Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” ”. The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R X, Class C, Class D, Class E, Class F, Class G, Class HRR and Class VRR R Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8February 6, 2019 2022 (the “Trust and Servicing Agreement”), by and among Citigroup BMO Commercial Mortgage Securities Inc.LLC, as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and CitibankComputershare Trust Company, N.A.National Association, as Certificate Administrator. To the extent not , and 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 2 For Regulation S Global Certificate only. 3 For IAI Certificate only. Pentalpha Surveillance LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after following each Determination Date, commencing in January 2020 March 2022 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Yield Maintenance Premium then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020March 2022. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, the Operating Advisor or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorOperating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and Trustee, the Certificate Administrator and the Operating Advisor created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders Holder(s) to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number __________________ or, or if mailed by check, to _________________ ______________________________________________________________________________ Applicable reports and statements should be mailed to ________________________ ______________________________________________________________________________ This information is provided by _____________________________________________ the assignee named above, or ____________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [FORM OF CLASS M1 CERTIFICATE THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT SHALL BE REGISTERED OR QUALIFIED UNDER UNLESS THE SECURITIES ACT OF 1933, AS AMENDED PROSPECTIVE TRANSFEREE PROVIDES THE TRUSTEE AND THE DEPOSITOR WITH (A) A CERTIFICATION TO THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES EFFECT THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY SUCH TRANSFEREE (A)(11) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS SECTION 406 OR SECTION 407 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), THE TRUSTEE OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO ACQUIRE THIS First Distribution Date: January 14THE TRUSTEE AND THE DEPOSITOR, 2020 Aggregate AND UPON WHICH THE TRUSTEE AND THE DEPOSITOR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE PLAN ASSETS AND SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR THE CODE AND WILL NOT SUBJECT THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE TRUSTEE OR THE DEPOSITOR. FINANCE AMERICA SECURITIES, LLC MORTGAGE LOAN TRUST [ ] PASS-THROUGH CERTIFICATE, CLASS M1 Evidencing a beneficial interest in a pool consisting primarily of certain fixed and adjustable rate, fully amortizing and balloon, conventional, first-lien residential mortgage loans and other assets in a trust fund established by FINANCE AMERICA SECURITIES, LLC Initial Class Initial Certificate Balance Principal Amount of the Class B M1 Principal Amount of this Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this [ ] Certificate: $[_________[ ] Certificate Cut-off Date: [ ] Interest Rate: Variable Number [ ] CUSIP: U▇▇▇▇▇▇▇▇ [ ] ISIN: USU5562JAB09 [ ] Common Code: [______]3 No.: B-[_[ ] This certifies that [Cede & Co.][_________THIS CERTIFIES THAT [ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of the Class M1 Certificates, both as specified above) in (i) certain distributions of principal and interest on certain fixed and adjustable rate, fully amortizing and balloon, conventional, first lien residential mortgage loans (the "Mortgage Loans") acquired from Finance America Securities, LLC (the "Depositor"), a Delaware limited liability company, (ii) such amounts and investments as from time to time may be held in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, established pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificateon the reverse hereof) and (iii) certain other assets, by virtue of if any, as described in the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. Also issued under (the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are foregoing assets hereinafter collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest"Trust Fund"). This Distributions on this Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th [25th] day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the next succeeding Business Day, commencing in January 2020 [ ] (each such dateeach, a “"Distribution Date”"), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occursoccurs (the "Record Date"), but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made an amount equal to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect product of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties Percentage Interest evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of by this Certificate and the Trust and Servicing Agreementamount, if any, required to be distributed to all the terms and conditions Certificates of the Trust and Servicing Agreement shall governClass represented by this Certificate. As provided All sums distributable on this Certificate are payable in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name coin or currency of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest United States of America which at the time of payment is legal tender for the payment of public and of private debts. Reference is hereby made to the same Class. Prior to due presentation further provisions of this Certificate for registration set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of transfer, this Certificate. Unless the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent certificate of authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Finance America Securities LLC)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to _______________ _______________________________________________________________________________ for the account of of_____________________________________________________________ account number number________________, or, if mailed by check, to ____________________ __________________________________________________. Applicable statements should be mailed to _____________________________________. This information is provided by _____________________________________________________ , the Assignee(s) assignee named above, or ________________________________, as its agent. EXHIBIT B-2 FORM OF CLASS [R-I][R-II] CERTIFICATE THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE, UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF OF OR WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION AND WILL NOT SUBJECT THE SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE AND (E) ANY OTHER PERSON SO DESIGNATED BY THE TRUSTEE BASED UPON AN OPINION OF COUNSEL THAT THE HOLDING OF AN OWNERSHIP INTEREST IN A CLASS [R-I][R-II] CERTIFICATE BY SUCH PERSON MAY CAUSE THE TRUST FUND OR ANY PERSON HAVING AN OWNERSHIP INTEREST IN ANY CLASS OF CERTIFICATES (OTHER THAN SUCH PERSON) TO INCUR A LIABILITY FOR ANY FEDERAL TAX IMPOSED UNDER THE CODE THAT WOULD NOT OTHERWISE BE IMPOSED BUT FOR THE TRANSFER OF AN OWNERSHIP INTEREST IN A CLASS [R-I][R-II] CERTIFICATE TO SUCH PERSON (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. THE TERMS "UNITED STATES," "STATE" AND "INTERNATIONAL ORGANIZATION" SHALL HAVE THE MEANINGS SET FORTH IN SECTION 7701 OF THE CODE OR SUCCESSOR PROVISIONS. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. THIS CLASS [R-I][R-II] CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. Certificate No. _ Class [R-I][R-II] Original Pool Principal Balance: Subordinate $________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Date of Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933: December 1, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS 1997 First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.1998
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Southern Pacific Secured Assets Corp)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number _______________________ or, or if mailed by check, to _____________________ _______________________________________________________________________________ Applicable reports and statements should be mailed to ___________________________________ _______________________________________________________________________________ This information is provided by _______________________________________________ the assignee named above, or ______________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. THIS IS AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE UNITED STATES SECURITIES ACT CERTIFICATE NOTIONAL AMOUNT OF 1933THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, AS AMENDED (THE “SECURITIES ACT”). NEITHER CERTIFICATE NOTIONAL AMOUNT OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR AT ANY INTEREST HEREIN TIME MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER LESS THAN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOWAMOUNT SHOWN ON THE FACE HEREOF. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWHEREIN. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT AND ANY TRANSFEREE OF THIS CERTIFICATE MAY WILL BE REOFFERED, RESOLD, PLEDGED DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING HOLDING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) 89-90, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR USING ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE ASSETS TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH PLAN TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ACQUIRE ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS First CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Notional Amount of the Class A-IO Certificates: $273,280,000 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate February 2041 NUMBER 1 Initial Certificate Balance Notional Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 273,280,000 Cut-off Date: December 2034 February 1, 2011 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede 81744R AB7 THIS CERTIFIES THAT CEDE & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class A-IO Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 March 2011 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Pooling Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to ------------------------------------------------------------------------------ for the purpose account of receiving notices and distributions: ___________________________________________________________ account number ___. Distributions_______________ or, if being made mailed by wire transfer in immediately available fundscheck, to _________________ ------------------------------------------------------------------------------ Applicable reports and statements should be mailed to ____________________________ for the account of __________________________ account number ____________________. ------------------------------------------------------------------------------ This information is provided by _____________________________________________________ the Assignee(s) assignee named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [FORM OF CLASS M2 CERTIFICATE THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT SHALL BE REGISTERED OR QUALIFIED UNDER UNLESS THE SECURITIES ACT OF 1933, AS AMENDED PROSPECTIVE TRANSFEREE PROVIDES THE TRUSTEE AND THE DEPOSITOR WITH (A) A CERTIFICATION TO THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES EFFECT THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY SUCH TRANSFEREE (A)(11) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS SECTION 406 OR SECTION 407 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), THE TRUSTEE OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO ACQUIRE THIS First Distribution Date: January 14THE TRUSTEE AND THE DEPOSITOR, 2020 Aggregate AND UPON WHICH THE TRUSTEE AND THE DEPOSITOR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE PLAN ASSETS AND SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR THE CODE AND WILL NOT SUBJECT THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE TRUSTEE OR THE DEPOSITOR. FINANCE AMERICA SECURITIES, LLC MORTGAGE LOAN TRUST [ ] PASS-THROUGH CERTIFICATE, CLASS M2 Evidencing a beneficial interest in a pool consisting primarily of certain fixed and adjustable rate, fully amortizing and balloon, conventional, first-lien residential mortgage loans and other assets in a trust fund established by FINANCE AMERICA SECURITIES, LLC Initial Class Initial Certificate Balance Principal Amount of the Class B M2 Principal Amount of this Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this [ ] Certificate: $[_________[ ] Certificate Cut-off Date: [ ] Interest Rate: Variable Number [ ] CUSIP: U▇▇▇▇▇▇▇▇ [ ] ISIN: USU5562JAB09 [ ] Common Code: [______]3 No.: B-[_[ ] This certifies that [Cede & Co.][_________THIS CERTIFIES THAT [ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of the Class M1 Certificates, both as specified above) in (i) certain distributions of principal and interest on certain fixed and adjustable rate, fully amortizing and balloon, conventional, first lien residential mortgage loans (the "Mortgage Loans") acquired from Finance America Securities, LLC (the "Depositor"), a Delaware limited liability company, (ii) such amounts and investments as from time to time may be held in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, established pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificateon the reverse hereof) and (iii) certain other assets, by virtue of if any, as described in the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. Also issued under (the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are foregoing assets hereinafter collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest"Trust Fund"). This Distributions on this Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th [25th] day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the next succeeding Business Day, commencing in January 2020 [ ] (each such dateeach, a “"Distribution Date”"), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occursoccurs (the "Record Date"), but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made an amount equal to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect product of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties Percentage Interest evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of by this Certificate and the Trust and Servicing Agreementamount, if any, required to be distributed to all the terms and conditions Certificates of the Trust and Servicing Agreement shall governClass represented by this Certificate. As provided All sums distributable on this Certificate are payable in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name coin or currency of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest United States of America which at the time of payment is legal tender for the payment of public and of private debts. Reference is hereby made to the same Class. Prior to due presentation further provisions of this Certificate for registration set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of transfer, this Certificate. Unless the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent certificate of authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Finance America Securities LLC)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: ________________________________________________________ ______. ________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________________. This information is provided by _____________________________________________________ , the Assignee(s) named above, above or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Title Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. Number [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE BORROWERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES (OTHER THAN THE BORROWERS AS SET FORTH IN THE OFFERING CIRCULAR). NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS Pass-Through Rate: 2.999% First Distribution Date: January November 14, 2020 2011 Cut-Off Date: With respect to each mortgage loan, the due date in October 2011 for that mortgage loan. Aggregate Initial Certificate Balance Principal Amount of the Class B A-2 Certificates: $97,755,000 Rated 476,574,000 Scheduled Final Distribution Date: December 2034 the Distribution Date in August 2016 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 36191Y AZ1 Initial Certificate Balance Principal Amount of this Certificate: $[__________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 US36191YAZ16 Common Code: [______]3 68638992 No.: B-[_] 1 This certifies that [Cede & Co.][_________[ ] is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B A-2 Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf)Master Servicer. The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is Loans are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. Also issued under the Trust Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class R and Class VRR S Certificates (collectively, together with the Class B A-2 Certificates, the “Certificates”; the Holders of Certificates issued under the Trust Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement, Agreement dated as of December 8October 1, 2019 2011 (the “Trust Pooling and Servicing Agreement”), by and among Citigroup Commercial GS Mortgage Securities Inc.Corporation II, as Depositor, KeyBank Deutsche Bank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National AssociationTrust Company, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, W▇▇▇▇ Fargo Bank, National Association, as Master Servicer, and Torchlight Loan Services, LLC, as Special Servicer. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Trust Pooling and Servicing Agreement, the Certificate Administrator will distributedistribute (other than the final distribution on any Certificate), on the 4th Business Day after following the determination date of each Determination Datemonth, commencing in January 2020 November 2011 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees then distributable, if any, with respect allocable to the Class B A-2 Certificates for such Distribution Date, all as more fully described in the Trust Pooling and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms Holders of this Certificate and the Trust and Servicing Agreementmay be entitled to Yield Maintenance Charges, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: :___________________________________________________________________ ________________________________________________________________________________ Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. ___________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _______________________. This information is provided by ______________________________ the Assignee(s) named above, or ____________________________________ as its (their) agent. By: _____________________________________ as its (their) agent. By: _____________________________________ [Please print or type name(s)] _____________________________________ Title: _____________________________________ Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Number ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDSERIES 1997-XL1, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [CLASS A-2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS DOES NOT BEEN AND WILL NOT BE REGISTERED REPRESENT AN INTEREST IN OR QUALIFIED UNDER OBLIGATION OF THE SECURITIES ACT OF 1933DEPOSITOR, AS AMENDED (THE “SECURITIES ACT”)MASTER SERVICER, THE TRUSTEE, THE FISCAL AGENT, THE UNDERWRITER OR ANY STATE OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR FOREIGN SECURITIES LAWGUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE REOFFEREDLESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO THIS CERTIFICATE REPRESENTS A PERSON THAT THE HOLDER REASONABLY BELIEVES IS PRO RATA UNDIVIDED BENEFICIAL INTEREST IN A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A ("REGULAR INTEREST" IN A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS SUCH THOSE TERMS ARE DEFINED INDEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5AMENDED. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B CertificatesCAPITAL I INC. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was createdCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, and the Mortgage Loan is to be servicedSERIES 1997-XL1, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial CLASS A-2 Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the CertificateholdersRate: 6.880%; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by Class A-2 Pass-Through Rate exceed the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living WAC Rate on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing AgreementDistribution Date.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________________________________________ for the purpose account of receiving notices and distributions: ______________________________________________________________, account number ____________________, or, if mailed by check, to _______________________ _____________________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, Applicable statements should be mailed to ______________________________________ for the account of __________________________ account number ____________________________________________________. This information is provided by _____________________________________________________ , the Assignee(s) assignee named above, or ________________________________________________ , as its (their) agent. By: [Please print or type name(s)EXHIBIT A-2 FORM OF CLASS M-[1][2][3][4] Title: Taxpayer Identification Number: [CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT INTERNAL REVENUE CODE OF 1933, AS AMENDED 1986 (THE “SECURITIES ACT”"CODE"). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), COMPANY TO THE CERTIFICATE REGISTRAR DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)., ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES [[,/AND] CLASS M-1 CERTIFICATES [,/AND] CLASS M-2 CERTIFICATES[,/AND] CLASS M-3 CERTIFICATES] TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE REGISTERED OR QUALIFIED UNDER DEEMED TO MAKE THE SECURITIES ACT REPRESENTATIONS SET FORTH IN SECTION 6.02(C) OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWAGREEMENT REFERRED TO HEREIN. THE HOLDER HEREOFCERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, BY PURCHASING FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, AGREES THAT CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”)ADMINISTRATOR NAMED HEREIN. Series 2004-SD1, THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Class M-[1][2][3][4] Aggregate Initial Certificate Principal Balance of the Class B CertificatesM-[1][2][3][4] Certificates as of the Issue Date: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No._ Pass-Through Rate: B-[_] This certifies that [Cede & Co.][Variable Denomination: $_________] _____ Date of Pooling and Servicing Agreement Master Servicer: Wells Fargo Bank, N.A. and Cut-▇▇▇ Date: September 1, 2004 First Distribution Date: October 25, 2004 Trustee: HSBC Bank USA, National Association No.___ Issue Date: September 30, 2004 CUSIP:_________________ ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2004-SD1 ASSET BACKED PASS-THROUGH CERTIFICATE evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of a pool of conventional one- to four-family, fixed and adjustable-rate first and second lien mortgage loans (the "Mortgage Loans") formed and sold by ACE SECURITIES CORP. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that _____________________ is the registered owner of the a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by this Certificate all the Class M-[1][2][3][4] Certificates in REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among ACE Securities Corp. as depositor (hereinafter called the "Depositor", which term includes any successor entity under the Agreement), Wells Fargo Bank, N.A. as mast▇▇ ▇▇rvicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), Ocwen Federal Bank FSB as servicer (the "Servicer") and HSBC Bank USA, National Association as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the distributions to be made from a Trust Fund with respect to the Class B CertificatesAgreement. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that This Certificate is evidenced by eight promissory notes issued under and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents subject to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as to which Agreement the Holder of December 8, 2019 (the “Trust and Servicing Agreement”), this Certificate by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as virtue of the Closing Date acceptance hereof assents and by which such Holder is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreementbound. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator distributions will distribute, be made on the 4th 25th day of each month or, if such 25th day is not a Business Day, the Business Day after each Determination immediately following such 25th day (a "Distribution Date"), commencing in January 2020 (each such date, a “on the First Distribution Date”)Date specified above, to the Person in whose name this Certificate is registered as of the close of business on the related Business Day immediately preceding such Distribution Date (the "Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date"), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest represented evidenced by this Certificate) of that portion of Certificate and the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect required to be distributed to the Holders of Class B M-[1][2][3][4] Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which on such Distribution Date occurs, but if such 8th day is not a Business Day, pursuant to the immediately succeeding Business Day, commencing in January 2020Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Persons entitled thereto Securities Administrator by wire transfer of in immediately available funds to the account of the Person entitled thereto if such Certificateholder at a bank or other entity located Person shall have so notified the Securities Administrator in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received writing at least five Business Days prior to the applicable Record Date immediately prior to such Distribution DateDate and is the registered owner of Class M-[1][2][3][4] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the foregoingabove, the final distribution on each this Certificate shall will be made in like manner, but after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of such this Certificate at the location office or agency appointed by the Securities Administrator for that is specified purpose as provided in the notice Agreement. The Pass-Through Rate applicable to Certificateholders the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust Fund is reduced to less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such final distributionDistribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Asset Backed Pass-Through Certificate of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to, among other things, to certain collections and recoveries in respect of respecting the NotesMortgage Loans and payments received pursuant to the Cap Contract, all as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Servicer and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Servicer with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain restrictions on limitations therein set forth, the transfer set forth therein, of this Certificate is registrable in the Certificate Register upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfertransfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator duly executed by, the ServicerHolder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Special Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. Any transferee of this Certificate shall be deemed to make the representations set forth in Section 6.02(c) of the Agreement. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Certificate Securities Administrator, the Certificate Registrar, Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name any this Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and hereof for all other purposes whatsoeverpurposes, and none of the ServicerDepositor, the Special Master Servicer, the Trustee, the Certificate Securities Administrator, the Certificate Registrar, or Servicer nor any such agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time obligations created by the Depositor, the Servicer, the Special Servicer, the Trustee Agreement and the Certificate Administrator, without Trust Fund created thereby shall terminate upon payment to the consent Certificateholders of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time all amounts held by the Depositor, the Servicer, the Special Servicer, the Trustee Securities Administrator and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or paid to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment them pursuant to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to following the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later earlier of (i) the final payment on or other liquidation (or any advance with respect thereto) of the Trust Interests last Mortgage Loan remaining in REMIC I and the Uncertificated Lower-Tier Interests or (ii) the liquidation purchase by the party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Trust Loan (includingCertificates; however, without limitation, in connection with such right to purchase is subject to the sale aggregate Stated Principal Balance of the Trust Loan pursuant to a related mezzanine intercreditor agreement or Mortgage Loans at the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment time of purchase being less than 10% of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death aggregate principal balance of the last survivor Mortgage Loans as of the descendants of J▇▇▇▇▇ ▇Cut-off Date. ▇▇▇▇▇▇▇, the late ambassador The recitals contained herein shall be taken as statements of the United States to Depositor and neither the United Kingdom, living on Trustee nor the date of the Trust and Servicing AgreementSecurities Administrator assume any responsibility for their correctness. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Securities Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp Series 2004-Sd1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: :___________________________________________________ _____________________________________________________________. ________ Distributions, if being made by wire transfer in immediately available funds, to funds to___________________________________________________ for the account of __________________________________________________ account number __________________________. This information is provided by __________________________ _______________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: :___________________________________ ___________________________________ [Please print or type name(s)] ___________________________________ Title: ___________________________________ Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [Number UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS DOES NOT BEEN AND REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. PRINCIPAL WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT DISTRIBUTABLE IN RESPECT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE THE NOTIONAL BALANCE OF THE CLASS PS-1 CERTIFICATES IS EQUAL TO THE AGGREGATE STATED PRINCIPAL BALANCE OF THE MORTGAGE LOANS AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE REOFFEREDLESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO THIS CERTIFICATE REPRESENTS A PERSON THAT THE HOLDER REASONABLY BELIEVES IS PRO RATA UNDIVIDED BENEFICIAL INTEREST IN A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A ("REGULAR INTEREST" IN A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS SUCH THOSE TERMS ARE DEFINED INDEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND CERTAIN OTHER ASSETS. THIS CERTIFICATE IS ISSUED ON MARCH 27, 1997, AT AN ISSUE PRICE OF 2.5541% OF THE INITIAL CLASS PS-1 NOTIONAL BALANCE AND A STATED REDEMPTION PRICE AT MATURITY EQUAL TO ALL INTEREST DISTRIBUTIONS HEREON, AND IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX PURPOSES. ASSUMING (A) THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED CASH FLOWS REFLECTING THE “CODE”), OR A GOVERNMENTAL PLAN PREPAYMENT ASSUMPTION OF SCENARIO 1 (AS DEFINED DESCRIBED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT THE PROSPECTUS SUPPLEMENT DATED MARCH 20, 1997 WITH RESPECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 THE OFFERING OF THE CODE (“SIMILAR LAW”)CLASS A-1A, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5CLASS ▇-▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇-▇, the late ambassador of the United States to the United KingdomCLASS CS-1, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating AgentCLASS A-2, by manual signatureCLASS A-3, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.CLASS A-4, CLASS A-5, AND CLASS A-6
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Securitization Corp Com Mor Pass THR Cer Ser 1997 Md)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ ______, account number ____________________. This information is provided , or, if mailed by check, to _____________________________________________________ the Assignee(s) named above, or __________. Applicable statements should be mailed to______________________________________ This information is provided by ______________________, the assignee named above, or _______________________________, as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [EXHIBIT A-5 ----------- FORM OF CLASS R-I CERTIFICATE THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC"), AS AMENDED THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “SECURITIES ACT”"CODE"). NEITHER ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER MADE ONLY IN ACCORDANCE WITH THE TRUST PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS NO TRANSFER OF THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS RETIREMENT ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO SECTION 4975 THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE INTERNAL REVENUE CODE OF 1986FOREGOING, AS AMENDED (THE “CODE”), OR 2) ANY ORGANIZATION (OTHER THAN A GOVERNMENTAL PLAN (AS DEFINED COOPERATIVE DESCRIBED IN SECTION 3(32521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF ERISA) OR OTHER PLAN THAT THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO ORGANIZATION DESCRIBED IN SECTION 406 OF ERISA OR SECTION 4975 1381(A)(2)(C) OF THE CODE (“SIMILAR LAW”ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON ACTING ON BEHALF THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. Series 1998-NC5, Class R-I Aggregate Percentage Interest of the Class R-I Certificates as of the Issue Date: Variable Pass-Through Rate 100.00% Date of Pooling and Servicing Agreement Master Servicer: New Century Mortgage and Cut-off Date: December 1, 1998 Corporation First Distribution Date: Trustee: Firstar Bank Milwaukee, N.A. January 1425, 2020 Aggregate Initial Certificate Balance of the Class B Certificates1999 Trust Administrator: $97,755,000 Rated Final Distribution U.S. Bank No. ___ Milwaukee, N.A. Issue Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance 22, 1998 CALLABLE FLOATING RATE MORTGAGE PASS-THROUGH CERTIFICATE evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of this Certificate: $[a pool of conventional one- to four-family first mortgage loans (the "Mortgage Loans") formed and sold by SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that _________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] _ is the registered owner of the a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class R-I Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by this Certificate all the Class R-I Certificates in REMIC I created pursuant to a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among Salomon Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement), the Master Servicer, the Trustee and the Trust Administrator, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the distributions to be made from a Trust Fund with respect to the Class B CertificatesAgreement. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that This Certificate is evidenced by eight promissory notes issued under and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents subject to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as to which Agreement the Holder of December 8, 2019 (the “Trust and Servicing Agreement”), this Certificate by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as virtue of the Closing Date acceptance hereof assents and by which such Holder is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreementbound. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator distributions will distribute, be made on the 4th 25th day of each month or, if such 25th day is not a Business Day, the Business Day after each Determination immediately following (a "Distribution Date"), commencing in January 2020 (each such date, a “on the First Distribution Date”)Date specified above, to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which of such distribution (the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution "Record Date, the first Record Date shall be the Closing Date"), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest represented evidenced by this Certificate) of that portion of Certificate and the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect required to be distributed to the Holders of Class B R-I Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which on such Distribution Date occurs, but if such 8th day is not a Business Day, pursuant to the immediately succeeding Business Day, commencing in January 2020Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Persons entitled thereto Trust Administrator on behalf of the Trustee by wire transfer of in immediately available funds to the account of the Person entitled thereto if such Certificateholder at a bank or other entity located Person shall have so notified the Trust Administrator in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received writing at least five Business Days prior to the applicable Record Date immediately prior to such Distribution DateDate and is the registered owner of Class R-I Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class R-I Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the foregoingabove, the final distribution on each this Certificate shall will be made in like manner, but after due notice by the Trust Administrator of the pendency of such distribution and only upon presentment presentation and surrender of such this Certificate at the location office or agency appointed by the Trust Administrator for that is specified purpose as provided in the notice to Certificateholders of such final distributionAgreement. This Certificate is one of a duly authorized issue of Certificates designated as Callable Floating Rate Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to, among other things, to certain collections and recoveries in respect of respecting the NotesMortgage Loans, all as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Trust Administrator and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Trust Administrator and the Certificate Insurer with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights and the Certificate Insurer. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates but with the consent of the Certificate Insurer. As provided in the Agreement and subject to certain restrictions on limitations therein set forth, the transfer set forth therein, of this Certificate is registrable in the Certificate Register upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer at the offices or agencies appointed by the Trust Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trust Administrator duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trust Administrator shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the Servicerforms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Special Trustee, the Trust Administrator or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Trust Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Trust Administrator, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using "Plan Assets" to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Trustee (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R-I Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a PRO RATA share of the net income of the Trust Fund and that such income may be an "excess inclusion," as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R-I Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trust Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Certificate Administrator, Trust Administrator and the Certificate Registrar, Insurer and any agent of the Depositor, any Master Servicer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer Trust Administrator or the Certificate Registrar Insurer may treat the Person in whose name any this Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and hereof for all other purposes whatsoeverpurposes, and none of the ServicerDepositor, the Special Master Servicer, the Trustee, the Certificate Trust Administrator, the Certificate Registrar, or Insurer nor any such agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time obligations created by the Depositor, Agreement and the Servicer, Trust Fund created thereby shall terminate upon payment to the Special Servicer, Certificateholders of all amounts held by the Trust Administrator on behalf of the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or paid to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment them pursuant to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to following the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later earlier of (i) the final payment on or other liquidation (or any advance with respect thereto) of the Trust Interests last Mortgage Loan remaining in REMIC I and the Uncertificated Lower-Tier Interests or (ii) the liquidation purchase by the party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, Certificates; however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.suc
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Salom BRS MRT Sec Vii Call FLT Rt Mt Ps Th Cer Ser 1998 Nc5)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ___ or, if mailed by check, to ___________________________________________ Applicable reports and statements should be mailed to ________________________________________________________ This information is provided by ___________________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. THIS IS AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE UNITED STATES SECURITIES ACT CERTIFICATE NOTIONAL AMOUNT OF 1933THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, AS AMENDED (THE “SECURITIES ACT”). NEITHER CERTIFICATE NOTIONAL AMOUNT OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR AT ANY INTEREST HEREIN TIME MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER LESS THAN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOWAMOUNT SHOWN ON THE FACE HEREOF. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWHEREIN. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT AND ANY TRANSFEREE OF THIS CERTIFICATE MAY WILL BE REOFFERED, RESOLD, PLEDGED DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING HOLDING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) FAN 04-03E, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR USING ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE ASSETS TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH PLAN TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ACQUIRE ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS First CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Notional Initial Certificate Amount of the Class 2-AX Notional Amount of this Certificates: $217,189,000 Certificates: $217,189,000 Certificate Interest Rate: Adjustable Cut-off Date: January 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.February 2043
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number _______________________ or, or if mailed by check, to _____________________ _______________________________________________________________________________ Applicable reports and statements should be mailed to ___________________________________ _______________________________________________________________________________ This information is provided by _______________________________________________ the assignee named above, or ______________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST AND SERVICING POOLING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, AND (B) SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN EACH CASE THE FORM APPEARING IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS THE POOLING AGREEMENT. NO TRANSFER OF ANY STATE OF THE UNITED STATES THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A GOVERNMENTAL NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (AS DEFINED IN EACH OF THE FOREGOING, A “PLAN INVESTOR”) UNLESS THE CERTIFICATE REGISTRAR IS PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT TO SECTION 3(323.03(d)(i) OF ERISATHE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT THE PURCHASE OR OTHER PLAN THAT HOLDING OF THIS CERTIFICATE IS SUBJECT TO PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR TO ANY PERSON ACTING ON BEHALF OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE CERTIFICATE REGISTRAR, THE TRUSTEE OR THE DEPOSITOR. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PLAN OR USING THE ASSETS PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Principal Amount of the Class B-5 Certificates: $3,693,297 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate February 2041 NUMBER 1 Initial Certificate Balance Principal Amount of the Class B this Certificates: $97,755,000 Rated Final Distribution 3,693,297 Cut-off Date: December 2034 February 1, 2011 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede 81744R AG6 THIS CERTIFIES THAT CEDE & Co.][_________] CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of all Class B-5 Certificates, both as specified above) in a Trust Fund, the assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Servicing Agreement and the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the distributions to be made from Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 March 2011 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Pooling Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: :_____________________________________________________________. ______ ________________________________________________________________________________ Address of the Assignee(s) for the purpose of receiving notices and distributions:__________________________________________________________________ ________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________________________________ for the account of _____________________________ account number ____________________. This information is provided by __________________________________. This information is provided by __________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: ___________________________________________ ___________________________________________ [Please print or type name(s)] ___________________________________________ Title: __________________________________________ Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Number ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDSERIES 1997-XL1, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [CLASS X UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS DOES NOT BEEN REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE FISCAL AGENT, THE UNDERWRITER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THE HOLDERS OF THIS CLASS X CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE CLASS X CERTIFICATES AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ENTITLED TO ANY STATE OR FOREIGN SECURITIES LAWDISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE HOLDER HEREOFNOTIONAL AMOUNT OF THE CLASS X CERTIFICATES IS EQUAL TO THE AGGREGATE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, BY PURCHASING THIS CERTIFICATECLASS A-2, AGREES THAT CLASS A-3, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H CERTIFICATES AS SET FORTH IN THE POOLING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE REOFFEREDLESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO THIS CERTIFICATE REPRESENTS A PERSON THAT THE HOLDER REASONABLY BELIEVES IS PRO RATA UNDIVIDED BENEFICIAL INTEREST IN A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A ("REGULAR INTEREST" IN A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS SUCH THOSE TERMS ARE DEFINED INDEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AMENDED. THIS CERTIFICATE IS ISSUED ON OCTOBER 17, 1997, AT AN ISSUE PRICE OF 6.4591% OF THE INITIAL CLASS X NOTIONAL AMOUNT, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY EQUAL TO ALL INTEREST DISTRIBUTIONS HEREON, AND IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX PURPOSES. ASSUMING (A) THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED CASH FLOWS REFLECTING THE “CODE”), OR A GOVERNMENTAL PLAN PREPAYMENT ASSUMPTION OF SCENARIO 1 (AS DEFINED DESCRIBED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT THE PROSPECTUS SUPPLEMENT DATED OCTOBER 9, 1997 WITH RESPECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 THE OFFERING OF THE CODE CLASS A-1, CLASS A-2, CLASS A-3, CLASS X, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES) USED TO PRICE THIS CERTIFICATE AND (“SIMILAR LAW”)B) THAT THE PASS-THROUGH RATE HEREON CHANGES IN ACCORDANCE WITH THE PREPAYMENT ASSUMPTION: (I) THE AMOUNT OF OID AS A PERCENTAGE OF THE INITIAL CLASS X NOTIONAL AMOUNT IS APPROXIMATELY 2.71251%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, OR ANY PERSON ACTING ON BEHALF COMPOUNDED MONTHLY, IS APPROXIMATELY 9.13%; AND (III) THE AMOUNT OF ANY SUCH PLAN OR OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD (OCTOBER 17, 1997 TO NOVEMBER 3, 1997) AS A PERCENTAGE OF THE INITIAL CLASS X NOTIONAL AMOUNT, CALCULATED USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14EXACT METHOD, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5IS APPROXIMATELY 0.02513%. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B CertificatesCAPITAL I INC. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was createdCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, and the Mortgage Loan is to be servicedSERIES 1997-XL1, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial CLASS X Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. Rate: As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and determined in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Pooling Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. First Distribution Date: January 14April 10, 2020 Aggregate Initial Certificate Balance of the Class B F Certificates: $97,755,000 37,860,000 Rated Final Distribution Date: December 2034 2041 CUSIP: 5▇▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 US17328EAL201 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common CodeUSU1737MAF332 CUSIP: [______]3 ▇▇▇▇▇▇▇▇▇ ISIN: US17328EAM033 No.: B-[_F-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B F Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight two promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class E, Class G and Class R and Class VRR Certificates (collectively, with the Class B F Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8March 6, 2019 2020 (the “Trust and Servicing Agreement”), by and among between Citigroup Commercial Mortgage Securities Securities, Inc., as Depositor, KeyBank Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, LNR Partners, LLC, Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, Trustee and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 2 For Regulation S Global Certificate only. 3 For IAI Certificate only. extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each Determination Datecalendar month, commencing in January April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Vertically Retained Prepayment Fees Yield Maintenance Premium then distributable, if any, with respect to the Class B F Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January April 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan HolderCertificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMICREMIC under the Code. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: :____________________________________________________ _____________________________________________________________. _________ Distributions, if being made by wire transfer in immediately available funds, funds to ___________________________________________________ for the account of ___________________________________________________ account number ____________________________. This information is provided by by____________________________ _______________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: :____________________________________ ____________________________________ [Please print or type name(s)] ____________________________________ Title: ____________________________________ Taxpayer Identification Number: [Number THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE ORIGINATOR, THE SERVICER, THE TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT INTERNAL REVENUE CODE OF 19331986, AS AMENDED (THE “SECURITIES ACT”"CODE"). NEITHER A TRANSFEREE OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE NOR SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860(E)(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (C) IT INTENDS TO PAY ANY INTEREST HEREIN TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. IF THIS CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST", AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE OFFEREDDISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, SOLD THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS "TAX MATTERS PERSON" OF THE UPPER-TIER REMIC AND TO THE APPOINTMENT OF THE TRUSTEE AS ATTORNEY-IN-FACT AND AGENT FOR THE TAX MATTERS PERSON OR DELIVERED, EXCEPT AS PERMITTED UNDER OTHERWISE PROVIDED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendCODE. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” , WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS "QIB") PURCHASING FOR ITS OWN ACCOUNT OR IS A PERSON PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) PRIOR TO THE RESIDUAL TRIGGER DATE, TO AN "INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” ACCREDITED INVESTOR" AS SUCH TERMS ARE TERM IS DEFINED ININ RULE 501(a)(1), AND IN ACCORDANCE WITH(2), RULE 903 (3) OR RULE 904 OR (7) OF REGULATION S D UNDER THE SECURITIES ACT, 1933 ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONSTATES. THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A ▇▇▇▇▇ PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS(A "SIMILAR LAW"), WHICH IS TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR ANY OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE SHALL BE REQUIRED TO ACQUIRE DELIVER A LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-2 OF THE POOLING AND SERVICING AGREEMENT. ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS First Distribution DateCERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE TRUSTEE, THE FISCAL AGENT, THE SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS. ASSET SECURITIZATION CORPORATION COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-MD VII, CLASS R Percentage Interest: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 100% CUSIP: 5▇▇▇▇▇▇▇▇ 045424 FC7 ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 US045424 FC79 No.: B-[_] R- This certifies that [Cede & Co.][_________] NOMURA SECURITIES INTERNATIONAL, INC. is the registered owner of the Percentage Interest evidenced by this Certificate a beneficial ownership interest in a Trust Fund, including the distributions to be made from a Trust Fund with respect to the Class B R Certificates. The Trust Fund Fund, described more fully below, consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and pool of Mortgage Loans secured by certain Collateral first liens on commercial properties and held in trust by the Trustee (or and serviced by the Custodian on its behalf)Servicer. The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is Loans are to be serviced, pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. Also issued under the Trust Pooling and Servicing Agreement are the Class AA-1A, Class R ▇-▇▇, ▇▇▇▇▇ ▇▇-▇, Class CS-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class B-1, Class B- 1H, Class V-1, Class V-2 and Class VRR LR Certificates (collectively, together with the Class B R Certificates, the “"Certificates”"; the Holders of Certificates issued under the Trust Pooling and Servicing Agreement are collectively referred to herein as “"Certificateholders”) and the Uncertificated VRR Interest"). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust Pooling and Servicing Agreement dated as of March 27, 1997 (the "Pooling and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”"), by and among Citigroup Commercial Mortgage Securities Inc.Asset Securitization Corporation, as Depositor, KeyBank National AssociationPacific Mutual Life Insurance Company, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, LaSalle National AssociationBank, as Trustee, and Citibank, N.A.ABN AMRO Bank N.V., as Certificate AdministratorFiscal Agent. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Securitization Corp Com Mor Pass THR Cer Ser 1997 Md)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________________________ _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ __, account number ____________________. This information is provided , or, if mailed by check, to _____________________________________________________ the Assignee(s) named above, or ____________. Applicable statements should be mailed to ____________________________________ This information is provided by _______________________________, the assignee named above, or ________________ ________________________, as its (their) agent. By: EXHIBIT C-7 [Please print or type name(s)FORM OF CLASS X CERTIFICATE] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S THE CLASS X CERTIFICATES WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT"), OR QUALIFIED UNDER THE SECURITIES ACT”)LAWS OF ANY OTHER JURISDICTION. NEITHER THIS TEMPORARY REGULATION S GLOBAL CLASS X CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED TRANSFERRED ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" WITHIN THE MEANING OF RULE 144A UNDER THE TRUST ACT IN COMPLIANCE WITH SUCH RULE 144A OR TO INSTITUTIONAL INVESTORS THAT ARE "ACCREDITED INVESTORS" (AS DEFINED IN CLAUSES (1), (2), (3) and (7) OF RULE 501(a) OF REGULATION D UNDER THE ACT), IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT, SUBJECT IN EACH CASE TO THE REQUIREMENTS SET FORTH IN THE AGREEMENT. THIS CLASS X CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CLASS X CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), WILL NOT BE ENTITLED TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED PAYMENTS UNTIL SUCH TIME AS DESCRIBED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (POOLING AND ANY PAYMENT IS MADE SERVICING AGREEMENT REFERRED TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CLASS X CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONPOOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE CERTIFICATE REGISTRAR EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)AMENDED, OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO ACQUIRE EFFECT SUCH TRANSFER, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : 1 Cut-off Date : January 1, 2005 First Distribution DateDate : February 25, 2005 Percentage Interest : 100% Pass-Through Rate : Variable Class : X Assumed Maturity Date : January 1425, 2020 Aggregate Initial Certificate Balance 2035 C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB1 Class X evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial with respect to the Trust consisting of first and second lien mortgage loans (the "Mortgage Loans") BOND SECURITIZATION, L.L.C., as Depositor This Class X Certificate Balance does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Servicer, or the Trustee referred to below or any of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] their respective affiliates. This certifies that [Cede & Co.][_________] NIM I LLC is the registered owner of the Percentage Interest evidenced by this Class X Certificate in the certain monthly distributions to be made from a Trust Fund with respect to a Trust consisting primarily of the Class B CertificatesMortgage Loans deposited by Bond Securitization, L.L.C. (the "Depositor"). The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, created pursuant to the Trust a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, Credit-Based Asset Servicing and Securitization LLC, as defined belowSeller (the "Seller"), Litton Loan Servicing LP, as Servi▇▇▇ (▇he "Servicer"), and U.S. Bank National Association, as Trustee (the "Trustee"). The Holder of this CertificateTo the extent not defined herein, by virtue of the acceptance hereof, assents capitalized terms used herein have the meanings assigned in the Agreement. This Class X Certificate is issued under and is subject to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as to which Agreement the Holder of December 8, 2019 (the “Trust and Servicing Agreement”), this Class X Certificate by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as virtue of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust acceptance hereof assents and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day Holder is not a Business Day, the immediately succeeding Business Day, commencing in January 2020bound. All distributions will be Reference is hereby made to the Persons entitled thereto by wire transfer further provisions of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the this Class X Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in on the Certificate Register reverse hereof, which further provisions shall for all purposes have the same effect as if wiring instructions have not been received set forth at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distributionthis place. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this X Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any purpose unless manually countersigned by an authorized signatory of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing AgreementTrustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (C-Bass Mortgage Loan Asset-Backed Certificates Series 2005-Cb1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________, for the account of ________________________________ , account number __________________, or, if mailed by check, to ____________________________________________________. Distributions, if being made by wire transfer in immediately available funds, Applicable statements should be mailed to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ , the Assignee(s) assignee named above, or ___________________________ , as its agent. EXHIBIT A-10 ------------ FORM OF CLASS B-6 CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE B-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. Series 2000-UP1, Class B-6 Aggregate Certificate Principal Balance of Class B-6 Certificates as of the Issue Pass-Through Rate: 8.00% per annum Date: $__________ Date of Agreement and Cut-off Date: Denomination: $__________ August 1, 2000 Master Servicer: Union Planters PMAC, Inc. First Distribution Date: September 25, 2000 Trustee: Wells Fargo Bank Minnesota, National Association No. 1 Issue Date: August 30, 2000 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. UNION PLANTERS MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2000-UP1 evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of a pool of conventional, one- to four-family, fixed-rate, first lien mortgage loans (the "Mortgage Loans") formed and sold by SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER, THE MORTGAGE LOAN SELLER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that _____________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class B-6 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by this Certificate all the Class B-6 Certificates in the distributions REMIC created pursuant to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement, dated as specified above (the “Trust Loan”) that is evidenced by eight promissory notes "Agreement"), among Salomon Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement), the Master Servicer and secured by the Trustee, a summary of certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fundpertinent provisions of which is set forth hereafter. The Trust Loan To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents subject to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as to which Agreement the Holder of December 8, 2019 (the “Trust and Servicing Agreement”), this Certificate by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as virtue of the Closing Date acceptance hereof assents and by which such Holder is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreementbound. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator distributions will distribute, be made on the 4th 25th day of each month or, if such 25th day is not a Business Day, the Business Day after each Determination immediately following (a "Distribution Date"), commencing in January 2020 (each such date, a “on the First Distribution Date”)Date specified above, to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest represented evidenced by this Certificate) of that portion of Certificate and the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect required to be distributed to the Holders of Class B B-6 Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which on such Distribution Date occurs, but if such 8th day is not a Business Day, pursuant to the immediately succeeding Business Day, commencing in January 2020Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by or on behalf of the Persons entitled thereto Trustee by wire transfer of in immediately available funds to the account of the Person entitled thereto if such Certificateholder at a bank or other entity located Person shall have so notified the Trustee in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received writing at least five Business Days prior to the applicable Record Date immediately prior to such Distribution DateDate or otherwise by check mailed by first class mail to the address of such Holder appearing in the Certificate Register. Notwithstanding the foregoingabove, the final distribution on each this Certificate shall will be made in like manner, but after due notice by the Trustee of the pendency of such distribution and only upon presentment the presentation and surrender of such this Certificate at the location office or agency appointed by the Trustee for that is specified purpose as provided in the notice to Certificateholders of such final distributionAgreement. This Certificate is one of a duly authorized issue of Certificates designated as Union Planters Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the "Certificates") and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to, among other things, to certain collections and recoveries in respect of respecting the NotesMortgage Loans, all as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer and the Trustee, with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain restrictions on transfer limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the Servicerforms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Special ServicerTrustee or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate Administratorto a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Certificate RegistrarMaster Servicer, the Trustee and any agent of the TrusteeDepositor, the Certificate Administrator, the Servicer, the Special Master Servicer or the Certificate Registrar Trustee may treat the Person in whose name any this Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and hereof for all other purposes whatsoeverpurposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or Trustee nor any such agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time obligations created by the Depositor, Agreement and the Servicer, Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Special Servicer, Holders of the Certificates of all amounts held by or on behalf of the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or paid to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment them pursuant to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to following the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the Trust Interests last Mortgage Loan remaining in the REMIC, and the Uncertificated Lower-Tier Interests or (ii) the liquidation purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the REMIC of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the REMIC all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Trust Loan (includingCertificates; however, without limitation, in connection with such right to purchase is subject to the sale aggregate Stated Principal Balance of the Trust Loan pursuant to a related mezzanine intercreditor agreement or Mortgage Loans at the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment time of purchase being less than 5% of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death aggregate principal balance of the last survivor Mortgage Loans as of the descendants of J▇▇▇▇▇ ▇Cut-off Date. ▇▇▇▇▇▇▇, the late ambassador The recitals contained herein shall be taken as statements of the United States to Depositor, and the United Kingdom, living on the date of the Trust and Servicing AgreementTrustee assumes no responsibility for their correctness. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by the Authenticating AgentTrustee, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Union Planters Mort Pass THR Cert Ser 2000-Up1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ___ or, if mailed by check, to ___________________________________________ Applicable reports and statements should be mailed to _______________________________________________________ This information is provided by _________________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. THIS IS AN INTEREST-ONLY CERTIFICATE THAT IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE UNITED STATES SECURITIES ACT CERTIFICATE NOTIONAL AMOUNT OF 1933THIS CERTIFICATE WILL BE REDUCED AS SET FORTH HEREIN. ACCORDINGLY, AS AMENDED (THE “SECURITIES ACT”). NEITHER CERTIFICATE NOTIONAL AMOUNT OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR AT ANY INTEREST HEREIN TIME MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER LESS THAN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOWAMOUNT SHOWN ON THE FACE HEREOF. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWHEREIN. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT AND ANY TRANSFEREE OF THIS CERTIFICATE MAY WILL BE REOFFERED, RESOLD, PLEDGED DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING HOLDING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY (OR INTEREST THEREIN) THAT EITHER (A) SUCH HOLDER OR TRANSFEREE IS NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A “PLAN INVESTOR”), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION (“PTE”) FAN 04-03E, AS AMENDED, (THE “UNDERWRITER EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE UNDERWRITER EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR USING ITS EQUIVALENT) BY STANDARD & POOR’S, FITCH, MOODY’S, DBRS LIMITED OR DBRS, INC. OR (C) (I) THE ASSETS TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A “COMPLYING INSURANCE COMPANY”). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE UNDERWRITER EXEMPTION, OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH PLAN TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ACQUIRE ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS First CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Initial Class Notional Initial Certificate Amount of the Class 1-AX Notional Amount of this Certificates: $151,646,000 Certificates: $151,646,000 Certificate Interest Rate: Adjustable Cut-off Date: January 1, 2013 Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.February 2043
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to ------------------------------------------------------------------------------ for the purpose account of receiving notices and distributions: ___________________________________________________________ account number ___. Distributions___________ or, if being made mailed by wire transfer in immediately available fundscheck, to _____________________ ------------------------------------------------------------------------------ Applicable reports and statements should be mailed to ____________________________ for the account of __________________________ account number ____________________. ------------------------------------------------------------------------------ This information is provided by _____________________________________________________ the Assignee(s) assignee named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [FORM OF CLASS B CERTIFICATE THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC REGULAR INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE UNITED STATES SECURITIES ACT CERTIFICATE PRINCIPAL AMOUNT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDMADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, SOLD OR DELIVERED, EXCEPT THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE CERTIFICATE REGISTRAR ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legendHEREIN. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. NO TRANSFER OF THIS CERTIFICATE HAS NOT BEEN AND WILL NOT SHALL BE REGISTERED OR QUALIFIED UNDER UNLESS THE SECURITIES ACT OF 1933, AS AMENDED PROSPECTIVE TRANSFEREE PROVIDES THE TRUSTEE AND THE DEPOSITOR WITH (A) A CERTIFICATION TO THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES EFFECT THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY SUCH TRANSFEREE (A)(11) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS SECTION 406 OR SECTION 407 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), THE TRUSTEE OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE COVERED UNDER PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO ACQUIRE THIS First Distribution Date: January 14THE TRUSTEE AND THE DEPOSITOR, 2020 Aggregate AND UPON WHICH THE TRUSTEE AND THE DEPOSITOR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE PLAN ASSETS AND SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR THE CODE AND WILL NOT SUBJECT THE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND, THE TRUSTEE OR THE DEPOSITOR. FINANCE AMERICA SECURITIES, LLC MORTGAGE LOAN TRUST [ ] PASS-THROUGH CERTIFICATE, CLASS B Evidencing a beneficial interest in a pool consisting primarily of certain fixed and adjustable rate, fully amortizing and balloon, conventional, first-lien residential mortgage loans and other assets in a trust fund established by FINANCE AMERICA SECURITIES, LLC Initial Class Initial Certificate Balance Principal Amount of the Class B Principal Amount of this Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this [ ] Certificate: $[_________[ ] Certificate Cut-off Date: [ ] Interest Rate: Variable Number [ ] CUSIP: U▇▇▇▇▇▇▇▇ [ ] ISIN: USU5562JAB09 [ ] Common Code: [______]3 No.: B-[_[ ] This certifies that [Cede & Co.][_________THIS CERTIFIES THAT [ ] is the registered owner of the Percentage Interest evidenced by this Certificate in (obtained by dividing the distributions to be made from a Trust Fund with respect to initial Certificate Principal Amount of this Certificate by the initial Class Principal Amount of the Class B Certificates. The , both as specified above) in (i) certain distributions of principal and interest on certain fixed and adjustable rate, fully amortizing and balloon, conventional, first lien residential mortgage loans (the "Mortgage Loans") acquired from Finance America Securities, LLC (the "Depositor"), a Delaware limited liability company, (ii) such amounts and investments as from time to time may be held in the Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, established pursuant to the Trust Pooling and Servicing Agreement (as defined below). The Holder of this Certificateon the reverse hereof) and (iii) certain other assets, by virtue of if any, as described in the acceptance hereof, assents to the terms, provisions and conditions of the Trust Pooling and Servicing Agreement and is bound thereby. Also issued under (the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are foregoing assets hereinafter collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest"Trust Fund"). This Distributions on this Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th [25th] day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the next succeeding Business Day, commencing in January 2020 [ ] (each such dateeach, a “"Distribution Date”"), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occursoccurs (the "Record Date"), but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made an amount equal to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect product of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties Percentage Interest evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of by this Certificate and the Trust and Servicing Agreementamount, if any, required to be distributed to all the terms and conditions Certificates of the Trust and Servicing Agreement shall governClass represented by this Certificate. As provided All sums distributable on this Certificate are payable in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name coin or currency of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest United States of America which at the time of payment is legal tender for the payment of public and of private debts. Reference is hereby made to the same Class. Prior to due presentation further provisions of this Certificate for registration set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of transfer, this Certificate. Unless the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent certificate of authentication hereon has been executed by or on behalf of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Finance America Securities LLC)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”)144A, THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, IN AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. 4 Legend required for certificate evidencing any part of the RR Interest. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR CODE SECTION 4975 (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW). NATIXIS COMMERCIAL MORTGAGE SECURITIES TRUST 2019-10K, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-10K, CLASS X First Distribution Date: January 14June 17, 2020 2019 Original Aggregate Initial Certificate Notional Balance of the Class B X Certificates: $97,755,000 127,400,000 Rated Final Distribution Date: December 2034 May 2039 [CUSIP: 5▇▇▇▇▇▇▇▇ U6380E AB9 ISIN: US55283JAC452 USU6380EAB93]5 Initial Certificate Notional Balance of this Certificate: $[_________] [CUSIP: U▇▇▇▇▇▇▇▇ 63874U AC8 ISIN: USU5562JAB09 Common CodeUS63874UAC80]6 [CUSIP: [______]3 63874U AD6 ISIN: US63874UAD63]7 No.: B-[_X-[1] This certifies that [Cede & Co.]] [[_________], in its capacity as Retaining Party in satisfaction of Regulation RR] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B X Certificates. The Trust Fund consists primarily of two promissory notes secured by the Collateral held in trust by the Trustee issued by a special purpose entity evidencing a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R B, Class C, Class D, Class E, Class F, Class V-ABC, Class V-D, Class V-E, Class V-F, Class V2 and Class VRR R Certificates (collectively, collectively with the Class B X Certificates, the “Certificates”; the Holders holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8June 4, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Natixis Commercial Mortgage Securities Inc.LLC, as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, Servicer and as Special Servicer, Wilmington Trustand ▇▇▇▇▇ Fargo Bank, National Association, as Trustee, and Citibank, N.A., as 5 For Regulation S Global Certificate Administratoronly. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 6 For Certificate sold in reliance on Rule 144A only. 3 7 For Regulation S Global IAI Definitive Certificate only. Trustee and as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 June 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the close of business on the last Business Day day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (providedor, that in the event the Closing Date occurs in the same month as the first Distribution Dateif such last day is not a Business Day, the first Record Date shall be the Closing Date)Business Day immediately preceding such date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, principal and interest and any Non-Retained Prepayment Fees Yield Maintenance Premiums then distributable, if any, with respect allocable to the Class B X Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Datetherefor. Notwithstanding the foregoing, the The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This During each Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment Interest Accrual Period (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provideddefined below), however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received interest on the Mortgage Loan which are required to Class X Certificates will be distributed calculated based on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments a 360-day year consisting of twelve 30-day months on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreementoutstanding Notional Balance hereof.
Appears in 1 contract
Sources: Trust and Servicing Agreement (Benchmark 2019-B12 Mortgage Trust)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: :_____________________________________________________________. ______ ________________________________________________________________________________ Address of the Assignee(s) for the purpose of receiving notices and distribution:___________________________________________________________________ ________________________________________________________________________________ Distributions, if being made by wire transfer in immediately available funds, funds to ____________________________ for the account of _____________________________ account number ____________________. This information is provided by __________________________________. This information is provided by __________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: ________________________________________ ________________________________________ [Please print or type name(s)] ________________________________________ Title: ________________________________________ Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Number ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDSERIES 1997-XL1, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [CLASS E UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS DOES NOT BEEN AND WILL NOT BE REGISTERED REPRESENT AN INTEREST IN OR QUALIFIED UNDER OBLIGATION OF THE SECURITIES ACT OF 1933DEPOSITOR, AS AMENDED (THE “SECURITIES ACT”)MASTER SERVICER, THE TRUSTEE, THE FISCAL AGENT, THE UNDERWRITER OR ANY STATE OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR FOREIGN SECURITIES LAWGUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW. THIS CLASS E CERTIFICATE IS SUBORDINATE TO RULE 144A UNDER CERTAIN OTHER CLASSES OF CERTIFICATES TO THE SECURITIES ACT (“RULE 144A”) EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONHEREIN. THIS CERTIFICATE MAY OR ANY INTEREST HEREIN SHOULD NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A ▇▇▇▇▇ PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”EACH, A "PLAN"), OR ANY (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND SECTION 4975 OF THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION 95-60. EACH PROSPECTIVE TRANSFEREE OF THIS CERTIFICATE WILL BE REQUIRED TO DELIVER TO THE DEPOSITOR, THE CERTIFICATE REGISTRAR AND THE TRUSTEE, (I) A REPRESENTATION LETTER, SUBSTANTIALLY IN THE FORM OF EXHIBIT D-2 TO THE POOLING AGREEMENT REFERRED TO HEREIN, STATING THAT SUCH PROSPECTIVE TRANSFEREE IS NOT A PERSON REFERRED TO IN CLAUSE (A) OR (B) ABOVE, OR (II) AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE DEPOSITOR, THE CERTIFICATE REGISTRAR AND THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO ACQUIRE TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA OR SECTION 4975 OF THE CODE OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER SIMILAR LAW, AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE TRUST FUND, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE REGISTRAR OR THE DEPOSITOR. EACH TRANSFEREE OF A BENEFICIAL INTEREST HEREIN SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PERSON REFERRED TO IN CLAUSE (A) OR (B) ABOVE. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS First Distribution Date: January 14CERTIFICATE REPRESENTS A PRO RATA UNDIVIDED BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN OTHER ASSETS. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B CertificatesCAPITAL I INC. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was createdCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, and the Mortgage Loan is to be servicedSERIES 1997-XL1, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial CLASS E Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. Rate: As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and determined in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Pooling Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_________________________________________________ _______________________________________________________________________________ for the purpose account of receiving notices and distributions: ______________________, account number_____________________, or, if mailed by check, to_____________________________________________________ ______________________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to Applicable statements should be mailed to______________________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or __________________________. This information is provided by________________________________________________ , the assignee named above, or ___________________________________, as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [EXHIBIT C-3 FORM OF CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS AMENDED THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “SECURITIES ACT”"CODE"). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDIS SUBORDINATE TO THE SENIOR CERTIFICATES, SOLD OR DELIVEREDTHE RESIDUAL CERTIFICATES, EXCEPT AS PERMITTED UNDER [THE TRUST CLASS B-1 CERTIFICATES] [THE CLASS B-2 CERTIFICATES] [THE CLASS B-3 CERTIFICATES] [THE CLASS B-4 CERTIFICATES] [AND SERVICING THE CLASS B-5 CERTIFICATES] TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS NO TRANSFER OF THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR TO THE CODE WILL BE REGISTERED EXCEPT IN ACCORDANCE WITH SECTION 4975 5.02(E) OF THE INTERNAL REVENUE CODE AGREEMENT. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 19861933, AS AMENDED (THE “CODE”)AMENDED, OR A GOVERNMENTAL PLAN (AS DEFINED THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3(325.02(D) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERALTHE AGREEMENT. CDMC Mortgage Pass-Through Certificates, STATE OR LOCAL LAW THAT ISAggregate Certificate Principal Series 2004-1, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Class B-__ Balance of Class B-__ Certificates as of the Issue Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code_ Pass-Through Rate: [______]3 No.% per annum] Denomination: B-[_] This certifies that [Cede & Co.][$_________] _ Date of Agreement and Cut-off Date: Master Servicer: January 1, 2004 Cendant Mortgage Corporation First Distribution Date: February 25, 2004 Trustee: Citibank, N.A. No. 1 Issue Date: January 29, 2004 CUSIP: ____________ DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. MORTGAGE PASS-THROUGH CERTIFICATE evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of a pool of conventional, one- to four-family, fixed-rate, first lien mortgage loans (the "Mortgage Loans") formed and sold by CENDANT MORTGAGE CAPITAL LLC CDMC MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-1 THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CENDANT MORTGAGE CAPITAL LLC, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that _______________ is the registered owner of the a Percentage Interest evidenced (obtained by dividing the denomination of this Certificate in by the distributions to be made from a Trust Fund with respect to aggregate Certificate Principal Balance of the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR B-__ Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold Issue Date) in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have that certain beneficial ownership interest evidenced by all the respective meanings assigned thereto Class B-__ Certificates in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator Fund created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.Pooling
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Cendant Mortgage Capital LLC CDMC Mort Pas THR Ce Se 04 1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ________________________________________________, for the account of _____________. Distributions_______________________, account number _____________________, or, if being made mailed by wire transfer in immediately available fundscheck, to ______________________________ for the account of __________________________ account number _____. Applicable statements should be mailed to ___________________________________________________________. This information is provided by _____________________________________________________ , the Assignee(s) assignee named above, or ________________________________________________ , as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [EXHIBIT A-15 ------------ FORM OF CLASS R-II CERTIFICATE THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC"), AS AMENDED THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “SECURITIES ACT”"CODE"). NEITHER ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER MADE ONLY IN ACCORDANCE WITH THE TRUST PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOWHEREIN. [UNLESS NO TRANSFER OF THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO SECTION 4975 THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE INTERNAL REVENUE CODE OF 1986FOREGOING, AS AMENDED (THE “CODE”), OR 2) ANY ORGANIZATION (OTHER THAN A GOVERNMENTAL PLAN (AS DEFINED COOPERATIVE DESCRIBED IN SECTION 3(32521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF ERISA) OR OTHER PLAN THAT THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO ORGANIZATION DESCRIBED IN 1 SECTION 406 OF ERISA OR SECTION 4975 1381(A)(2)(C) OF THE CODE (“SIMILAR LAW”ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON ACTING ON BEHALF THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. Series 1997-LB6, Class R-II Pass-Through Rate: 6.79% per annum Date of Pooling and Servicing Agreement and Cut-off Date: November 1, 1997 First Distribution Date: January 14December 26, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 1997 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset-Backed Certificates Series 1997-Lb6)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________, for the account of ________________________________ , account number __________________, or, if mailed by check, to ____________________________________________________. Distributions, if being made by wire transfer in immediately available funds, Applicable statements should be mailed to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ , the Assignee(s) assignee named above, or ___________________________ , as its agent. EXHIBIT A-4 ----------- FORM OF CLASS PO CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. Series 2000-UP1, Class PO Aggregate Certificate Principal Balance of Class PO Certificates as of the Issue Pass-Through Rate: 0.00% per annum Date: $__________ Date of Agreement and Cut-off Date: Denomination: $___________ August 1, 2000 Master Servicer: Union Planters PMAC, Inc. First Distribution Date: September 25, 2000 Trustee: Wells Fargo Bank Minnesota, National Association No. __ Issue Date: August 30, 2000 CUSIP: 79548K DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. UNION PLANTERS MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2000-UP1 evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of a pool of conventional, one- to four-family, fixed-rate, first lien mortgage loans (the "Mortgage Loans") formed and sold by SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER, THE MORTGAGE LOAN SELLER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that _____________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class PO Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by this Certificate all the Class PO Certificates in the distributions REMIC created pursuant to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement, dated as specified above (the “Trust Loan”) that is evidenced by eight promissory notes "Agreement"), among Salomon Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement), the Master Servicer and secured by the Trustee, a summary of certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fundpertinent provisions of which is set forth hereafter. The Trust Loan To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents subject to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as to which Agreement the Holder of December 8, 2019 (the “Trust and Servicing Agreement”), this Certificate by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as virtue of the Closing Date acceptance hereof assents and by which such Holder is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreementbound. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator distributions will distribute, be made on the 4th 25th day of each month or, if such 25th day is not a Business Day, the Business Day after each Determination immediately following (a "Distribution Date"), commencing in January 2020 (each such date, a “on the First Distribution Date”)Date specified above, to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest represented evidenced by this Certificate) of that portion of Certificate and the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect required to be distributed to the Holders of Class B PO Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which on such Distribution Date occurs, but if such 8th day is not a Business Day, pursuant to the immediately succeeding Business Day, commencing in January 2020Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by or on behalf of the Persons entitled thereto Trustee by wire transfer of in immediately available funds to the account of the Person entitled thereto if such Certificateholder at a bank or other entity located Person shall have so notified the Trustee in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received writing at least five Business Days prior to the applicable Record Date immediately prior to such Distribution DateDate or otherwise by check mailed by first class mail to the address of such Holder appearing in the Certificate Register. Notwithstanding the foregoingabove, the final distribution on each this Certificate shall will be made in like manner, but after due notice by the Trustee of the pendency of such distribution and only upon presentment the presentation and surrender of such this Certificate at the location office or agency appointed by the Trustee for that is specified purpose as provided in the notice to Certificateholders of such final distributionAgreement. This Certificate is one of a duly authorized issue of Certificates designated as Union Planters Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the "Certificates") and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to, among other things, to certain collections and recoveries in respect of respecting the NotesMortgage Loans, all as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer and the Trustee, with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain restrictions on transfer limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the Servicerforms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Special ServicerTrustee or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate Administratorto a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Certificate RegistrarMaster Servicer, the Trustee and any agent of the TrusteeDepositor, the Certificate Administrator, the Servicer, the Special Master Servicer or the Certificate Registrar Trustee may treat the Person in whose name any this Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and hereof for all other purposes whatsoeverpurposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or Trustee nor any such agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time obligations created by the Depositor, Agreement and the Servicer, Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Special Servicer, Holders of the Certificates of all amounts held by or on behalf of the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or paid to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment them pursuant to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to following the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the Trust Interests last Mortgage Loan remaining in the REMIC, and the Uncertificated Lower-Tier Interests or (ii) the liquidation purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the REMIC of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the REMIC all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Trust Loan (includingCertificates; however, without limitation, in connection with such right to purchase is subject to the sale aggregate Stated Principal Balance of the Trust Loan pursuant to a related mezzanine intercreditor agreement or Mortgage Loans at the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment time of purchase being less than 5% of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death aggregate principal balance of the last survivor Mortgage Loans as of the descendants of J▇▇▇▇▇ ▇Cut-off Date. ▇▇▇▇▇▇▇, the late ambassador The recitals contained herein shall be taken as statements of the United States to Depositor, and the United Kingdom, living on the date of the Trust and Servicing AgreementTrustee assumes no responsibility for their correctness. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by the Authenticating AgentTrustee, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Union Planters Mort Pass THR Cert Ser 2000-Up1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) Assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. DistributionsDistributions shall, if being permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the account of _______________. Distributions made by check (such check to be made payable to ___________ account number ___________) and all applicable statements and notices should be mailed to _________________________. This information is provided by _____________________________________________________ , the Assignee(s) Assignee named above, or ____________________________________, as its agent. EXHIBIT A-14 FORM OF CLASS K CERTIFICATE CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2001-C3 evidencing a beneficial ownership interest in a trust fund (the "Trust Fund") consisting primarily of a pool of multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool being formed and sold by FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST -------------------------------------------------------------------------------- Pass-Through Rate: [__]% per annum Class Principal Balance of the Class K Certificates as of the Closing Date: $[__] -------------------------------------------------------------------------------- Date of Pooling and Servicing Initial Certificate Principal Balance Agreement: as of [___] of this Class K Certificate as of the Closing Date: $[__] -------------------------------------------------------------------------------- Closing Date: [___] Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $[__] -------------------------------------------------------------------------------- First Distribution Date: [____] -------------------------------------------------------------------------------- Master Servicer: First Union National Trustee: ▇▇▇▇▇ Fargo Bank Minnesota, Bank N.A. -------------------------------------------------------------------------------- Special Servicer: Lennar Partners, Inc. Paying Agent: LaSalle Bank National Association -------------------------------------------------------------------------------- Certificate No. 1 CUSIP No. [________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. -------------------------------------------------------------------------------- [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCORPORATION, A NEW YORK CORPORATION (“"DTC”"), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. [________] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________], HAS AN INTEREST HEREIN.] CUSIP: U▇▇▇THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC., ▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and CitibankFARGO BANK MINNESOTA, N.A., as Certificate AdministratorLASALLE BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annumNEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON. 2 For Certificate sold in reliance on Rule 144A onlyTHIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. 3 For Regulation S Global Certificate only. defined hereinANY RESALE, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing AgreementTRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________ account number ____________________. This information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND Pass-Through Rate: Variable IO1 First Distribution Date: January 14April 10, 2020 Aggregate Initial Certificate Balance Notional Amount of the Class B X Certificates: $97,755,000 202,730,000 Rated Final Distribution Date: December 2034 2041 CUSIP: 5▇▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 US17328EAQ172 Initial Certificate Balance Notional Amount of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common CodeUSU1737MAH983 CUSIP: [______]3 ▇▇▇▇▇▇▇▇▇ ISIN: US17328EAR99 4 No.: B-[_X-[ ] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B X Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight two promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class B, Class C, Class D, Class E, Class F, Class G and Class R and Class VRR Certificates (collectively, with the Class B X Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest). This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8March 6, 2019 2020 (the “Trust and Servicing Agreement”), by and among between Citigroup Commercial Mortgage Securities Securities, Inc., as Depositor, KeyBank Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, LNR Partners, LLC, Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, Trustee and Citibank, N.A., as Certificate Administrator. To the extent not 1 The initial approximate initial Pass-Through Rate as of the Closing Date is 3.5750.8573% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. 4 For IAI Certificate only. extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each Determination Datecalendar month, commencing in January April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (providedprovided that, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Vertically Retained Prepayment Fees Yield Maintenance Premium then distributable, if any, with respect to the Class B X Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th 6th day of the calendar month in which such Distribution Date occurs, but if such 8th 6th day is not a Business Day, the immediately succeeding Business Day, commencing in January April 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator Administrator, or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan HolderCertificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any the Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligation obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Lower-Tier REMIC or the Upper Upper-Tier REMIC to fail to qualify as a REMICREMIC under the Code. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________________________ for the purpose account of receiving notices and distributions: ____________________________________________________________, account number ____________________, or, if mailed by check, to _______________ _______________________________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, Applicable statements should be mailed to _____________________________________ for the account of __________________________ account number ______________________________________________________. This information is provided by _____________________________________________________ , the Assignee(s) assignee named above, or ________________________________________________ , as its (their) agent. By: [Please print or type name(s)EXHIBIT A-3 ----------- FORM OF CLASS B-[1][2] Title: Taxpayer Identification Number: [CERTIFICATES SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH THOSE TERMS ARE DEFINED INDEFINED, RESPECTIVELY, IN SECTIONS 860G AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 860D OF THE INTERNAL REVENUE CODE OF 19861986 (THE "CODE"). THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND THE MEZZANINE CERTIFICATES, AS AMENDED (DESCRIBED IN THE “CODE”)AGREEMENT REFERRED TO HEREIN. THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 FOLLOWING THE INITIAL ISSUANCE OF THE CODE (“SIMILAR LAW”)CERTIFICATES, OR ANY PERSON ACTING ON BEHALF THE CERTIFICATE PRINCIPAL BALANCE OF ANY SUCH PLAN OR USING THIS CERTIFICATE WILL BE DIFFERENT FROM THE ASSETS DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 NoTHE SECURITIES ADMINISTRATOR NAMED HEREIN.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Ace Securities Corp Series HE2)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: :____________________________________________________ _____________________________________________________________. _________ Distributions, if being made by wire transfer in immediately available funds, funds to ___________________________________________________ for the account of ___________________________________________________ account number ____________________________. This information is provided by by____________________________ _______________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: :____________________________________ ____________________________________ [Please print or type name(s)] ____________________________________ Title: ____________________________________ Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [Number EXHIBIT A-9 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS DOES NOT BEEN AND WILL NOT BE REGISTERED REPRESENT AN INTEREST IN OR QUALIFIED UNDER OBLIGATION OF THE SECURITIES ACT OF 1933DEPOSITOR, AS AMENDED (THE “SECURITIES ACT”)ORIGINATOR, THE SERVICER, THE TRUSTEE, THE FISCAL AGENT OR ANY STATE OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR FOREIGN SECURITIES LAWGUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE REOFFEREDLESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CLASS A-6 CERTIFICATE IS SUBORDINATE TO THE CLASS ▇-▇▇, RESOLD▇▇▇▇▇ ▇- ▇▇, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT ▇▇▇▇▇ ▇▇-▇, CLASS CS-1, CLASS A-2, CLASS A-3, CLASS A-4 AND CLASS A-5 CERTIFICATES AS AND TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONHEREIN. THIS CERTIFICATE MAY SHOULD NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A ▇▇▇▇▇ PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY ESSENTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW THAT IS, TO (A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“"SIMILAR LAW”") (EACH, A "PLAN"), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM OF EXHIBIT D-2 OF THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, EXCEPT IN THE CASE OF A RESIDUAL CERTIFICATE, WHICH MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS IT IS NOT SUCH AN ENTITY, SUCH ENTITY SHALL PROVIDE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR THAT THE PURCHASE OR HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE OR SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE SERVICER, THE DEPOSITOR, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A "GLOBAL CERTIFICATE" THAT IS A "RESTRICTED CERTIFICATE" (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY SIMILAR LAW. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS First Distribution Date: January 14CERTIFICATE REPRESENTS A PRO RATA UNDIVIDED BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AND CERTAIN OTHER ASSETS. THIS CERTIFICATE IS ISSUED ON MARCH 27, 1997, AND BASED ON ITS ISSUE PRICE OF 99.4062% OF ITS INITIAL PRINCIPAL BALANCE AND A STATED REDEMPTION PRICE AT MATURITY EQUAL TO ITS INITIAL PRINCIPAL BALANCE, IS ISSUED WITH A DE MINIMIS AMOUNT OF ORIGINAL ISSUE DISCOUNT ("OID") FOR FEDERAL INCOME TAX PURPOSES. ASSUMING (A) THAT THIS CERTIFICATE PAYS IN ACCORDANCE WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF SCENARIO 1 (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT DATED MARCH 20, 1997 WITH RESPECT TO THE OFFERING OF THE CLASS A-1A, CLASS ▇-▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇-▇, CLASS CS-1, CLASS ▇-▇, ▇▇▇▇▇ ▇▇-▇, the late ambassador of the United States to the United KingdomCLASS A-4, living on the date of the Trust and Servicing AgreementCLASS A-5 AND CLASS A-6 CERTIFICATES) USED TO PRICE THIS CERTIFICATE, AND (B) THAT THE PASS- THROUGH RATE HEREON CHANGES IN ACCORDANCE WITH SUCH PREPAYMENT ASSUMPTION: (I) THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $5.94 OF OID PER $1000 OF INITIAL PRINCIPAL BALANCE; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED MONTHLY, IS APPROXIMATELY 8.31%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE INITIAL SHORT INTEREST ACCRUAL PERIOD (MARCH 27, 1997 TO APRIL 13, 1997), CALCULATED USING THE EXACT METHOD, IS NO MORE THAN $.50 PER $1000 OF INITIAL PRINCIPAL BALANCE. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating AgentNO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE. ASSET SECURITIZATION CORPORATION COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, by manual signatureSERIES 1997-MD VII, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.CLASS A-6 Pass-Through Rate: 7.97561%*
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Securitization Corp Com Mor Pass THR Cer Ser 1997 Md)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) for the purpose of receiving notices and distributions: Certificate Registrar. Distributions shall be made by wire transfer in immediately Group I Available Funds to _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named aboveaccount number __________________ or, or if mailed by check, to _________________________ _____________________________________________________________________________ Applicable reports and statements should be mailed to _________________________________ _____________________________________________________________________________ This information is provided by _____________________________________________ the assignee named above, or ____________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE FOR PURPOSES DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR OR ANY AFFILIATE OF REGULATION S UNDER ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY. THIS CERTIFICATE IS NOT ENTITLED TO DISTRIBUTIONS OF PRINCIPAL AND WILL NOT ACCRUE INTEREST. THE UNITED STATES SECURITIES ACT HOLDER OF 1933, THIS CERTIFICATE WILL BE ENTITLED ONLY TO CERTAIN LIMITED DISTRIBUTIONS AS AMENDED (PROVIDED IN THE “SECURITIES ACT”)POOLING AND SERVICING AGREEMENT. NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT IS SUBORDINATE IN RIGHT OF PAYMENT AS PERMITTED UNDER DESCRIBED IN THE TRUST POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendHEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO RULE 144A A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT 1933 ACT, (“RULE 144A”B) TO A PERSON THAT THE HOLDER IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF AS DEFINED IN RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), UNDER THE 1933 ACT THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) PURSUANT TO AN INSTITUTIONAL INVESTOR THAT IS ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A NON-”U.S. PERSON” CERTIFICATE OF TRANSFER IN AN “OFFSHORE TRANSACTION” AS THE FORM APPEARING IN THE TRUST AGREEMENT. NEITHER THIS CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CERTIFICATE, MAY BE TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS PRIOR TO SUCH TERMS ARE DEFINED INDISPOSITION, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE PROPOSED TRANSFEREE DELIVERS TO THE SECURITIES ACTADMINISTRATOR (I) AN AFFIDAVIT STATING (A) THAT THE PROPOSED TRANSFEREE IS NOT A “DISQUALIFIED ORGANIZATION” WITHIN THE MEANING OF SECTION 860E(E)(5) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND IS NOT PURCHASING THE CERTIFICATE ON BEHALF OF A DISQUALIFIED ORGANIZATION, (B) THAT NO PURPOSE OF SUCH TRANSFER IS TO AVOID OR IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (C) IN EACH THE CASE OF A NON-U.S. PERSON, THAT THE PROPOSED TRANSFEREE IS A NON-U.S. PERSON THAT HOLDS A RESIDUAL CERTIFICATE IN ACCORDANCE CONNECTION WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS THE CONDUCT OF ANY STATE OF A TRADE OR BUSINESS WITHIN THE UNITED STATES AND HAS FURNISHED THE TRANSFEROR AND THE TRUSTEE WITH AN EFFECTIVE INTERNAL REVENUE SERVICE FORM 4224 OR ANY OTHER APPLICABLE JURISDICTIONSUCCESSOR FORM AT THE TIME AND IN THE MANNER REQUIRED BY THE CODE. NO TRANSFER OF THIS CERTIFICATE MAY NOT SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED REGISTERED UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH (A) A CERTIFICATION TO ANY PERSON THE EFFECT THAT SUCH TRANSFEREE (1) IS OR BECOMES NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS RETIREMENT ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR A GOVERNMENTAL PLAN (2) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION 3(32V(e) OF ERISATHE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR OTHER PLAN THAT IS SUBJECT (B) AN OPINION OF COUNSEL SATISFACTORY TO ANY FEDERALTHE SECURITIES ADMINISTRATOR, STATE OR LOCAL LAW THAT ISAND UPON WHICH THE SECURITIES ADMINISTRATOR AND THE DEPOSITOR SHALL BE ENTITLED TO RELY, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”)AND WILL NOT SUBJECT THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, THE SERVICER, THE DEPOSITOR OR THE DELAWARE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution ENTITIES. Percentage Interest: 100% Cut-off Date: January 14March 1, 2020 Aggregate Initial Certificate Balance 2007, or with respect to any Mortgage Loan originated after March 1, 2007, the date of the Class B Certificatesorigination of that Mortgage Loan. Number: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________1 THIS CERTIFIES THAT [ ] is the registered owner of the Percentage Interest evidenced by this Certificate evidencing beneficial ownership in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The (as defined on the reverse hereof), consisting primarily of (i) certain conventional, adjustable rate, first lien residential mortgage loans acquired by the Trust Loan and on the Companion Loans are collectively referred to as Closing Date (the “Mortgage Loan.” The Trust Fund was createdLoans”), together with all collections therefrom and proceeds thereof (excluding all scheduled payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date), (ii) such assets as from time to time are deposited in respect of the Mortgage Loans in the Servicing Account, Collection Account and the Certificate Account maintained by the Servicer, the Master Servicer and the Securities Administrator, respectively, on behalf of the Trustee; (iii) property acquired by foreclosure of Mortgage Loans or deed in lieu of foreclosure; (iv) the rights of the Depositor under the Mortgage Loan is to be serviced, pursuant to the Trust Purchase Agreement; and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue v) all proceeds of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound therebyforegoing. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Distributions on this Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such a day is not a Business Day after each Determination DateDay, then on the next succeeding Business Day, commencing in January 2020 April 2007 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all the Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating AgentSecurities Administrator, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement (as defined on the reverse hereof) or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
DISTRIBUTION INSTRUCTIONS. The Assignee(s) Assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. DistributionsDistributions shall, if being permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the account of _______________. Distributions made by check (such check to be made payable to ___________ account number ___________) and all applicable statements and notices should be mailed to _________________________. This information is provided by _____________________________________________________ , the Assignee(s) Assignee named above, or ____________________________________, as its agent. EXHIBIT A-8 FORM OF CLASS D CERTIFICATE CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2001-C3 evidencing a beneficial ownership interest in a trust fund (the "Trust Fund") consisting primarily of a pool of multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool being formed and sold by FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST -------------------------------------------------------------------------------- Pass-Through Rate: [__]% per annum Class Principal Balance of the Class D Certificates as of the Closing Date: $[__] -------------------------------------------------------------------------------- Date of Pooling and Servicing Initial Certificate Principal Balance Agreement: as of [__] of this Class D Certificate as of the Closing Date: $[__] -------------------------------------------------------------------------------- Closing Date: [__] Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date: $[__] -------------------------------------------------------------------------------- First Distribution Date: [___] -------------------------------------------------------------------------------- Master Servicer: First Union National Trustee: ▇▇▇▇▇ Fargo Bank Minnesota, Bank N.A. -------------------------------------------------------------------------------- Special Servicer: Lennar Partners, Inc. Paying Agent: LaSalle Bank National Association -------------------------------------------------------------------------------- Certificate No. 1 CUSIP No. [_________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. -------------------------------------------------------------------------------- [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCORPORATION, A NEW YORK CORPORATION (“"DTC”"), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. [________] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________], HAS AN INTEREST HEREIN.] CUSIP: U▇▇▇THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC., ▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and CitibankFARGO BANK MINNESOTA, N.A., as Certificate AdministratorLASALLE BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL BANK OR ANY OF THEIR RESPECTIVE AFFILIATES. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing AgreementNEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”)144A, THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYERA QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR 144A, (2) TO AN INSTITUTIONAL INVESTOR INSTITUTION THAT IS NOT A NON-”U.S. “U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, IN AND IN ACCORDANCE WITH, WITH RULE 903 OR RULE 904 OR OF REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. 4 Legend required for certificate evidencing any part of the RR Interest. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 THE FOREGOING PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14CERTIFICATE, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan UNLESS (the A) SUCH PERSON IS AN “Trust Loan”ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 AND (or the Custodian on its behalfB) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR CODE SECTION 4975 (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was createdNATIXIS COMMERCIAL MORTGAGE SECURITIES TRUST 2019-LVL, and the Mortgage Loan is to be servicedCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this CertificateSERIES 2019-LVL, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.CLASS C
Appears in 1 contract
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address the information of the Assignee(s) Certificate Registrar. Distributions shall be made by wire transfer in immediately available funds to for the purpose account of receiving notices and distributions: _____________________________________________________________. Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________. ___ or, if mailed by check, to ___________________________________________ Applicable reports and statements should be mailed to _______________________________________________________ This information is provided by _________________________________________________________________ the Assignee(s) assignee named above, or ________________________________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)REMIC RESIDUAL INTEREST CERTIFICATE. NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY DOES NOT EVIDENCE AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGEOBLIGATION OF, OR PAYMENTAN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR ANY CERTIFICATE ISSUED AFFILIATE OF ANY OF THEM AND IS REGISTERED IN THE NAME OF CEDE & CO. NOT INSURED OR IN SUCH OTHER NAME AS IS REQUESTED GUARANTEED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. GOVERNMENTAL AGENCY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legendPRIVATE INSURER. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR ANY STATE OR FOREIGN SECURITIES LAWLAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLDSOLD, PLEDGED ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A)(1A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES 1933 ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING PURCHASES FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER A QUALIFIED INSTITUTIONAL BUYER, AND BUYER TO WHOM THE HOLDER HAS INFORMED NOTICE IS GIVEN THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A 144A, OR (2C) TO AN INSTITUTIONAL INVESTOR "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A NON-”U.S. PERSON” VIEW TO, OR FOR OFFER OR SALE IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE CONNECTION WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER ANY DISTRIBUTION VIOLATION OF THE SECURITIES 1933 ACT, SUBJECT TO THE CERTIFICATE REGISTRAR'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN EACH CASE SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE-PARTNERSHIP WITHIN THE MEANING OF SECTION 775 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION AND ANY APPLICABLE SECURITIES LAWS (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND ITS STATUS AS A NON-US PERSON (IF APPLICABLE). NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY STATE TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS LT-R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE UNITED STATES CLASS LT-R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. NO TRANSFER OF THIS CERTIFICATE OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT INTEREST THEREIN SHALL BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED MADE TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS OR ARRANGEMENT SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) WHO IS USING “PLAN ASSETS” OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION. EACH INVESTOR IN THIS CERTIFICATE WILL BE DEEMED TO REPRESENT THAT IT IS IN COMPLIANCE WITH THE FOREGOING AND WILL BE FURTHER DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR USING OTHERWISE TRANSFER SUCH ERISA-RESTRICTED CERTIFICATE IN VIOLATION OF THE ASSETS FOREGOING. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 3.03 OF THE AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE TRUSTEE AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH PLAN TO ACQUIRE THIS First ACQUISITION OR HOLDING. Evidencing a beneficial interest in a pool of residential mortgage loans and any other assets established by Certificate: 100% Cut-off Date: January 1, 2013 Certificate Interest Rate: Adjustable Final Scheduled Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 February 2043 CUSIP: 5▇▇▇▇▇▇▇▇ ISIN: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] 81744W AL4 NUMBER 1 THIS CERTIFIES THAT BARCLAYS CAPITAL INC. is the registered owner of the Percentage Interest evidenced by this Certificate in a Trust Fund, the distributions assets of which consist of the Mortgage Loans and all interest and principal received thereon after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the rights of the Seller and the Depositor assigned to the Trustee under each Purchase Agreement, each Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be made from held in the Custodial Accounts and the Distribution Account and property that secured a Trust Fund with respect to Mortgage Loan; and certain other assets, if any, as described in the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan Pooling and Servicing Agreement (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not foregoing assets of the Trust Fund. The Trust Loan and the Companion Loans are hereinafter collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined belowFund”). The Holder of Distributions on this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, be made on the 4th 25th day of each month or, if such day is not a Business Day after each Determination DateDay, then on the succeeding Business Day, commencing in January 2020 February 2013 (each such dateeach, a “Distribution Date”), to the Person in whose name this Certificate is registered as of at the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the calendar month in which the applicable such Distribution Date occurs (provided, that in the event the Closing Date occurs in the same month as the first Distribution “Record Date, the first Record Date shall be the Closing Date”), in an amount equal to such Person’s pro rata share (based on the product of the Percentage Interest evidenced by this Certificate and the amount, if any, required to be distributed to all Certificates of the Class represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described . All sums distributable on this Certificate are payable in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank coin or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Reference is hereby made to the United Kingdom, living further provisions of this Certificate set forth on the date reverse hereof, which shall have the same effect as though fully set forth on the face of the Trust and Servicing Agreementthis Certificate. Unless the Certificate certificate of Authentication on this Certificate authentication hereon has been executed by the Certificate Administrator or on its behalf by of the Authenticating Agent, whose name appears below by manual signature, this Certificate shall not be entitled to any benefit under the Trust Pooling and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-1)
DISTRIBUTION INSTRUCTIONS. The Assignee(s) assignee should include the following for purposes of distribution: Address of the Assignee(s) for the purpose of receiving notices and distributions: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________, for the account of ________________________________ , account number __________________, or, if mailed by check, to ____________________________________________________. Distributions, if being made by wire transfer in immediately available funds, Applicable statements should be mailed to ____________________________ for the account of __________________________ account number ____________________. This information is provided by _____________________________________________________ , the Assignee(s) assignee named above, or ________________________________________________ , as its (their) agent. By: EXHIBIT B --------- [Please print or type name(s)RESERVED] Title: Taxpayer Identification Number: EXHIBIT C-1 ----------- FORM OF TRUSTEE'S INITIAL CERTIFICATION [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Date] Salomon Brothers Mortgage Union Planters PMAC, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFEREDInc. Securities VII, SOLD OR DELIVEREDInc. 215 Forrest Street 390 Greenwich Str▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Trust and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS First Distribution Date: January 14, 2020 Aggregate Initial Certificate Balance of the Class B Certificates: $97,755,000 Rated Final Distribution Date: December 2034 CUSIP: 5▇▇▇▇▇▇▇▇▇▇▇ ISIN▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ R▇: US55283JAC452 Initial Certificate Balance of this Certificate: $[_________] CUSIP: U▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ISIN: USU5562JAB09 Common Code: [______]3 No.: B-[_] This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”) and the Uncertificated VRR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December 8August 1, 2019 (the “Trust and Servicing Agreement”)2000, by and among Citigroup Commercial Salomon Brothers Mortgage Securities Inc.VII, Inc. as DepositorDepositor Union Planters PMAC, KeyBank National Association, Inc. as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington TrustMaster Serivcer and Wells Fargo Bank Minnes▇▇▇, National Association, Association as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not 1 The approximate initial Union Planters Mortgage Pass-Through Rate as Certificates, Series 2000-UP1 ----------------------------------------------------------------- Ladies and Gentlemen: In accordance with Section 2.02 of the Closing Date is 3.575% per annum. 2 For Certificate sold in reliance on Rule 144A only. 3 For Regulation S Global Certificate only. defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement. Pursuant to the terms of the Trust above-captioned Pooling and Servicing Agreement, the Certificate Administrator will distributeundersigned, on as Trustee, hereby certifies that as to each Mortgage Loan listed in the 4th Business Day after each Determination Date, commencing Mortgage Loan Schedule (other than any Mortgage Loan paid in January 2020 (each such date, a “Distribution Date”full or specifically identified in the exception report annexed hereto), (i) subject to the Person in whose name this Certificate is registered as next sentence, all documents required to be delivered to it pursuant Section 2.01 of the close of business Pooling and Servicing Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the related Record Dateforegoing, which will be the last Business Day information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii) and (xiv) of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided, that Mortgage Loan Schedule accurately reflects information set forth in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal, interest and any Non-Retained Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing AgreementMortgage File. With respect to each Distribution Dateany document required to be delivered pursuant to clauses (vi), (viii) (to the Determination Date is the 8th day extent not part of the calendar month original policy) and (ix), we have not determined whether such documents should be contained in which such Distribution Date occurseach Mortgage File, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020. All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located documents are contained in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefromMortgage File, or by check by first class mail they relate to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution. This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator. In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern. As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent with respect to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC. The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties thereto) shall terminate upon the last action document required to be taken by the Certificate Administrator on the final Distribution Date delivered pursuant to Article 10 clause (vii), we have, with your permission, relied on a schedule of Mortgage Loans received from or on behalf of the Trust and Servicing Agreement upon the later of (i) the final payment on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement. Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing AgreementSeller.
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Sources: Pooling and Servicing Agreement (Union Planters Mort Pass THR Cert Ser 2000-Up1)