AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 7, 2017 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1-A Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-1-B Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2...Agreement Between Note Holders • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of September 7, 2017 by and between CITI REAL ESTATE FUNDING INC. (“CREFI” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A described below, the “Initial Note A-1-A Holder” and, in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B described below, the “Initial Note A-1-B Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”), MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 described below, the “Initial No
CO-LENDER AGREEMENT Dated as of August 23, 2017 by and between STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) Visions Hotel PortfolioCo-Lender Agreement • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 23, 2017 by and between STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (“Starwood” and together with its successors and assigns in interest, 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”) and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 3rd, 2021 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED SERVICING AGREEMENT, effective as of October 31, 2021 (including the Exhibit and Annexes attached hereto, this “Agreement”), among Wells Fargo Bank, N.A. (“Wells Bank”) and Wells Fargo Delaware Trust Company, N.A. (“Wells Trust Company,” and together with Wells Bank, the “Sellers” and each, a “Seller”), Computershare Trust Company, N.A. (the “Bank Assets Purchaser”) and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser (together with the Bank Assets Purchaser, the “Purchasers” and each, a “Purchaser”), and Computershare Limited (“Guarantor”) (solely for purposes of Section 9.5).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2017, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Wilmington
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of October 1, 2017 Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34, Commercial Mortgage...Primary Servicing Agreement • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of October 1, 2017, by and between KEYBANK NATIONAL ASSOCIATION, having an office at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its successors and assigns (the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at c/o Commercial Mortgage Servicing, MAC D1050-084, Three Wells Fargo, 401 South Tryon Street, 8th Floor, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).
MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2017-C34, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C34Underwriting Agreement • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation (the “Depositor”), proposes to cause the issuance of, and to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Morgan Stanley & Co. LLC, KeyBanc Capital Markets Inc. and Drexel Hamilton, LLC (each an “Underwriter” and, together, the “Underwriters”), the commercial mortgage pass-through certificates of the series and classes, and in the respective initial principal or notional amounts, set forth in Schedule I hereto (the “Offered Certificates”) pursuant to this Underwriting Agreement, dated as of the date first written above (this “Agreement”). The Offered Certificates, together with the Class X-D, Class, X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates” and, collectively with the Offered Certificates, the “Certificates”) and an additional interest designated as “VRR” (the “VRR Interest” and, collectively wit
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 31, 2017 by and among KEYBANK NATIONAL ASSOCIATION, (Initial Note A-1 Holder) KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-3 Holder) American...Agreement Between Noteholders • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
Agreement and the Lead Securitization Servicing Agreement and (iii) to the extent consistent with the foregoing, the Servicing Standard;
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans“), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity“) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement“), to be dated as of October 1, 2017, between Purchaser, as depositor (the “Depositor“), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer“), LNR Partners, LLC, as special servicer (the “Special Servicer“), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor“) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Wilmington
CO-LENDER AGREEMENT Dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial JPM Note Holder) and BANK OF AMERICA, N.A. (Initial BANA Note Holder) and BARCLAYS BANK PLC (Initial Barclays Note Holder) and DEUTSCHE BANK...Co-Lender Agreement • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as owner of Notes A-1, A-2, A-9 and A-14 and as the initial owner of Notes A-15 and A-16, the “Initial JPM Note Holder”, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as owner of Notes A-3 and A-4, the “Initial BANA Note Holder”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as owner of Notes A-5, A-6 and A-17, the “Initial Barclays Note Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as owner of Notes A-7, A-8, A-10, A-11, A-12 and A-13, the “Initial DBNY Note Holder” and, together with the Initial JPM Note Holder, the Initial
CO-LENDER AGREEMENT Dated as of September 5, 2017 between BANK OF AMERICA, N.A. (Note A-1 Holder and Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Note A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder) and BARCLAYS BANK PLC (Note A-5-1...Co-Lender Agreement • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of September 5, 2017, is between BANK OF AMERICA, N.A., a national banking association (“BANA”), having an address at 214 North Tryon Street, Charlotte, North Carolina 28255, as Note A-1 Holder and Note A-2 Holder, CITI REAL ESTATE FUNDING INC., a New York corporation (“Citi”), having an address at 390 Greenwich Street, New York, New York, as Note A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder, and BARCLAYS BANK PLC, a public limited company registered in England and Wales (“Barclays”), having an address at 745 Seventh Avenue, New York, New York 10019, as Note A-5-1 Holder, Note A-5-2 Holder, Note A-6 Holder and Note A-7 Holder.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Wells Fargo Bank, National Association, Master Servicer, KeyBank National Association, Special Servicer, Pentalpha Surveillance LLC, Operating Advisor and Asset Representations Reviewer,...Pooling and Servicing Agreement • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
MORTGAGE LOAN PURCHASE AGREEMENT between STARWOOD MORTGAGE FUNDING III LLC as SellerMortgage Loan Purchase Agreement • October 19th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 • Asset-backed securities • New York
Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans“), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity“) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement“), to be dated as of October 1, 2017, between Purchaser, as depositor (the “Depositor“), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer“), LNR Partners, LLC, as special servicer (the “Special Servicer“), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor“) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Wilmington
