AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 14, 2023 by and between BANK OF AMERICA, N.A. (Initial Note A-1 Holder) and BANK OF AMERICA, N.A. (Initial Note A-2 Holder) and BANK OF AMERICA, N.A. (Initial Note A-3 Holder)Agreement Between Note Holders • July 11th, 2023 • Bank5 2023-5yr2 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 14, 2023 by and between BANK OF AMERICA, N.A. (“BANA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder”, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”, and, in its capacity as the initial agent, the “Initial Agent”). The Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to together herein as the “Initial Note Holders”.
CO-LENDER AGREEMENT Dated as of May 5, 2023 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and BARCLAYS CAPITAL REAL ESTATE INC. (Initial Note A-3...Co-Lender Agreement • July 11th, 2023 • Bank5 2023-5yr2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 5, 2023 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”, and in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”) and BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation (“Barclays” and in its capacity as owner of the Note A-3, the “Initial Note A-3 Holder” and, together with the Initial Note A-1 Holder and Initial A-2 Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • August 7th, 2023 • Bank5 2023-5yr2 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 29, 2023, between Bank of America, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Morgan Stanley Capital I Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
BANK5 2023-5YR2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-5YR2 UNDERWRITING AGREEMENT As of June 29, 2023Underwriting Agreement • July 11th, 2023 • Bank5 2023-5yr2 • Asset-backed securities • New York
Securities, Academy and Drexel, the “Underwriters” and each, individually, an “Underwriter”) the Certificates set forth in Schedule I hereto (the “Registered Certificates”) in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates and the VRR Interest represent in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”) primarily consisting of a segregated pool (the “Mortgage Pool”) of twenty (20) fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $675,072,360 as of the Cut-off Date, secured by first liens on certain fee simple and/or leasehold interests in commercial, multifamily and/or manufactured housing community properties (the “Mortgaged Properties”). The Certificates and the VRR Interest will be issued on or about July 11, 2023 (the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”), dated as of
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • August 7th, 2023 • Bank5 2023-5yr2 • Asset-backed securities
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 29, 2023, between Morgan Stanley Mortgage Capital Holdings LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Morgan Stanley Capital I Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of July 1, 2023 BANK5 2023-5YR2, Commercial Mortgage Pass-Through...Primary Servicing Agreement • July 11th, 2023 • Bank5 2023-5yr2 • Asset-backed securities • New York
AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 2, 2023 by and between NEW YORK LIFE INSURANCE COMPANY (Initial Note A-1 Holder) and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (Initial Note A-2 Holder) and DEUTSCHE...Amended and Restated Agreement Between Noteholders • August 7th, 2023 • Bank5 2023-5yr2 • Asset-backed securities • New York
THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of August 2, , 2023, is made by and between NEW YORK LIFE INSURANCE COMPANY, in its capacity as initial owner of Note A-1 (the “Initial Note A-1 Holder”), TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (together with its successors and assigns in interest, “DB”), in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF BENCHMARK 2023-B39 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-B39, AND ANY RELATED UNCERTIFICATED VRR INTEREST OWNER (together with its successors and assigns in interest), in its capacity as current owner of Note A-4-1 (the “Initial Note A-4-1 Holder”), ZIONS BANCORPORATION, N.A., in it
AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 7, 2023 by and between NEW YORK LIFE INSURANCE COMPANY (Initial Note A-1 Holder) and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (Initial Note A-2 Holder) and DEUTSCHE BANK...Amended and Restated Agreement • July 11th, 2023 • Bank5 2023-5yr2 • Asset-backed securities • New York
THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of July 7, 2023, is made by and between NEW YORK LIFE INSURANCE COMPANY, in its capacity as initial owner of Note A-1 (the “Initial Note A-1 Holder”), TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (together with its successors and assigns in interest, “DB”), in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), DB, in its capacity as initial owner of Note A-4-1 (the “Initial Note A-4-1 Holder”), DB, in its capacity as initial owner of Note A-4-2 (the “Initial Note A-4-2 Holder”), DB, in its capacity as initial owner of Note A-4-3 (the “Initial Note A-4-3 Holder”), DB, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”), WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, “WFBNA”), in its capacity as
