Opinions rendered by Counsel to Borrower, Servicer, or Successor Borrower
Borrower Opinion
This opinion rendered by Borrower’s Counsel opines as to the enforceability of the documents entered into by the Borrower and the organization and authorization of the Borrower in entering into the defeasance.
Nonconsolidation Opinion
This opinion rendered by Successor Borrower’s Counsel opines as to the bankruptcy remote, single purpose entity status of the Successor Borrower.
Perfection Opinion
This opinion rendered by Borrower’s Counsel or Servicer’s Counsel opines as to the first priority perfected security interest of the Securitization trust in the pledged securities.
REMIC Opinion
This opinion rendered by Borrower’s Counsel or Servicer’s Counsel opines that the defeasance will not affect the preferred REMIC tax status for the Securitization trust.
Successor Borrower Opinion
This opinion rendered by Successor Borrower’s Counsel opines as to the enforceability of the documents entered into by the Successor Borrower and the organization and authorization of the Successor Borrower in entering into the defeasance.
Documents provided by Borrower or Successor Borrower
Borrower Organizational Documents
These documents are the formation and corporate governance documents of the Borrower, including good standing certificates, and are attached to the Borrower’s Certification as exhibits.
Successor Borrower Organizational Documents
These documents are the formation and corporate governance documents of the Successor Borrower, including good standing certificates, and are attached to a certificate executed by the Successor Borrower as exhibits.
Additional agreements, documents, and outside opinions
Accountant verification report
A certified public accountant must validate that the proceeds from the securities portfolio are sufficient to meet all of the loan payment obligations until the loan maturity. Drafts of this report are compiled after the optimization of the securities portfolio. The report is finalized after the securities are purchased on the Borrower’s behalf.
Deed of Release
Prepared by Borrower’s Counsel, these releases are recorded in the jurisdiction where the mortgaged property is located and evidence the Securitization trust’s release of its security interest in the real estate.
Maintenance Agreement
Parties: Successor Borrower, affiliated entities and Servicer
In this Agreement, the Successor Borrower and its affiliated entities agree to maintain the Successor Borrower’s status as a bankruptcy remote Special Purpose Entity.
Rating agency “no-downgrade” letter
The rating agencies may have to validate that the substitution of the securities for the property as collateral has not adversely impacted the creditworthiness of the specific CMBS securitization that holds the loan. The rating agencies issue a “no downgrade letter” to confirm their validation of the defeasance.
UCCs
These Uniform Commercial Code Financing Statements evidence the Securitization trust’s perfected security interest in the pledged securities and are filed in the Successor Borrower’s state of formation.
UCC Terminations
These Uniform Commercial Code termination statements release the Securitization trust’s security interest in the real estate and any personal property located thereon.
