Key documents required for a commercial mortgage-backed securities transaction
Produced in partnership with Ed Bellamy of Paul Hastings
Key documents required for a commercial mortgage-backed securities transaction

The following Banking & Finance guidance note Produced in partnership with Ed Bellamy of Paul Hastings provides comprehensive and up to date legal information covering:

  • Key documents required for a commercial mortgage-backed securities transaction
  • Signing Date
  • Purpose
  • Key points to consider
  • Parties to the Subscription Agreement
  • Purpose
  • Key points to consider
  • Closing Date
  • Parties to the Trust Deed
  • Purpose
  • more

BREXIT: The UK is leaving the EU on Exit Day (as defined in the European Union (Withdrawal) Act 2018). This has an impact on this Practice Note. For guidance, see Practice Note: Brexit—impact on finance transactions—Brexit planning and impact—financial services, Brexit—impact on finance transactions—Key issues for securitisation transactions and Brexit—impact on finance transactions—Derivatives and debt capital markets transactions—key SIs.

This Practice Note sets out the key documents which are required for a commercial mortgage-backed securities (CMBS) transaction including the key parties of each document and the main points to consider in each document and also considers at what point in the transaction such documents should be entered into. As with all financing techniques and transactions there are numerous permutations as to how the precise terms of each such transaction operates which are beyond the scope of this Practice Note. In addition, unless expressly set out, the requirements of particular jurisdictions, including in particular the requirements of the United States, with respect to a CMBS transaction are not specifically considered as part of this Practice Note. This Practice Note should be read in conjunction with Practice Note: Key parties, documents and terms of a commercial mortgage-back securities transaction.

The key documents involved in a CMBS transaction are typically:

  1. Offering Document

  2. Subscription Agreement/Note Purchase Agreement

  3. Trust Deed

  4. Deed of Charge

  5. Agency Agreement

  6. Loan