Key documents required for a commercial mortgage-backed securities transaction

The following Banking & Finance practice note provides comprehensive and up to date legal information covering:

  • Key documents required for a commercial mortgage-backed securities transaction
  • Signing Date
  • Offering Document
  • Subscription Agreement
  • Closing Date
  • Trust Deed
  • Deed of Charge
  • Agency Agreement
  • Loan Sale Agreement
  • Servicing Agreement
  • More...

Key documents required for a commercial mortgage-backed securities transaction

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 Sale Agreement

  7. Servicing Agreement

  8. Cash Management Agreement

  9. Liquidity Facility Agreement

  10. Corporate Services Agreement

  11. Bank Account Agreement

  12. Swap Documents

  13. Master Definitions Schedule, and

  14. Reporting Designation Letter

The above documents are executed in two separate phases. The first tranche of documents are executed/issued on the date (the Signing Date) when the CMBS transaction is publicly announced and priced

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