Precedent signing and closing memorandum for a commercial mortgage-backed securities transaction

Produced in partnership with Ranajoy Basu of McDermott Will & Emery

Precedents

Precedent signing and closing memorandum for a commercial mortgage-backed securities transaction

Produced in partnership with Ranajoy Basu of McDermott Will & Emery

Precedents

A Signing and Closing Memorandum is required to assist the smooth Execution of a complex transaction. This precedent signing and closing memorandum sets out steps to be taken in order to close a commercial Mortgage-backed securities (CMBS) transaction. Additional documents or steps may be required depending on the specific transaction.

[ISSUER]

[CURRENCY][AGGREGATE AMOUNT] CLASS [A] NOTES DUE [•] AND [CURRENCY] [AGGREGATE AMOUNT] CLASS [B] NOTES DUE [•] (THE NOTES)

SIGNING AND CLOSING MEMORANDUM

1

Parties involved in the transaction

THE PARTIES

Issuer	[●]
Holdings	[●]
Originator	[●]
Arranger	[●]
Manager	[●]
Trustee	[●]
Security Trustee	[●]
Paying Agent	[●]
Account Bank	[●]
Cash Manager	[●]
Servicer	[●]
Special Servicer	[●]
Swap Counterparty	[●]
Liquidity Facility Provider	[●]
Registrar	[●]
Corporate Services Provider	[●]
[Listing Agent]	[●]
Listing Authority	[●]
Stock Exchange	[●]
[Rating Agencies]	[●]
Euroclear	Euroclear Bank SA
Clearstream	Clearstream Banking, societe anonyme
Common Depositary	[●]
Auditor	[●]
Valuer	[●]
Issuer's Counsel	[●]
Arranger's Counsel	[●]
Trustee

Ranajoy Basu

Head of Structured Finance and Partner, McDermott Will & Emery

Ranajoy Basu focuses his practice on structured finance with key experience in debt capital markets transactions. He has a broad range of experience in international capital markets advising a wide range of participants, including arrangers, originators, servicers and trustees, in connection with the securitisation of a wide variety of assets in numerous jurisdictions, including emerging markets transactions.

Ranajoy has a particular focus on emerging markets transactions, and is recognised as an industry leader by both Legal 500 and Chambers. He is the Head of India practice. He regularly advises on a broad range of capital markets and complex structured finance transactions including external foreign currency convertible bonds (FCCBs) and qualified institutional placements (QIPs) relating to India. He has advised banks on some of the largest corporate debt defaults and restructuring in India.

Ranajoy is recognised as one of the World’s leading lawyers in cross-border social impact finance structures, including social and development impact bonds, renewable energy and “green” structured finance transactions. Ranajoy has advised on some of the most innovative financial inclusion structures around the world, including the Educate Girls Social Impact Bond, which aims to improve the education of children in India, and the recent ground-breaking Utkrisht Bond, which is aimed at reducing maternal and infant mortality. Ranajoy continues to advise foundations, governments, NGOs, impact funds and financial institutions on structuring social impact finance solutions.

Jurisdiction(s):

United Kingdom

Key definition:

Securities definition

What does Securities mean?

This is one of the groups of regulated investments defined in the regulated activities order (the other groups being identified as contractually based investments and others).

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