BBCMS Mortgage Trust 2021-C10 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 17, 2021 by and among SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-1 Holder), SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-2 Holder), SOCIETE GENERALE FINANCIAL CORPORATION...
Agreement Between Note Holders • July 15th, 2021 • BBCMS Mortgage Trust 2021-C10 • Asset-backed securities

THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of February 17, 2021 by and among Societe Generale Financial Corporation (“SGFC” 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”), SGFC (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”), SGFC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), SGFC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”), SGFC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”) and SGFC (together with its successors and assigns in interest, in its capacity as initia

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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • July 15th, 2021 • BBCMS Mortgage Trust 2021-C10 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 25, 2021, among Societe Generale Financial Corporation, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Société Générale, a limited company (société anonyme) licensed in France as a credit institution (établissement de credit) (“Société Générale”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

Second amended and restated SERVICING AGREEMENT
Servicing Agreement • November 3rd, 2021 • BBCMS Mortgage Trust 2021-C10 • 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).

BBCMS MORTGAGE TRUST 2021-C10 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021-C10 UNDERWRITING AGREEMENT As of June 25, 2021
Underwriting Agreement • July 15th, 2021 • BBCMS Mortgage Trust 2021-C10 • Asset-backed securities • New York

KEYBANC CAPITAL MARKETS INC. 127 Public Square, 8th Floor Cleveland, Ohio 44114 UBS SECURITIES LLC 1285 Avenue of the Americas New York, New York 10019

MORTGAGE LOAN PURCHASE AGREEMENT
Pooling and Servicing Agreement • July 15th, 2021 • BBCMS Mortgage Trust 2021-C10 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 25, 2021, between KeyBank National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • July 15th, 2021 • BBCMS Mortgage Trust 2021-C10 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 25, 2021, among Barclays Capital Real Estate Inc., as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Barclays Capital Holdings Inc. (“BCHI”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 23, 2020 by and among CITI REAL ESTATE FUNDING INC. (As Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A and Note B-5-B) and BARCLAYS CAPITAL REAL ESTATE INC. (As...
Agreement Between Noteholders • July 15th, 2021 • BBCMS Mortgage Trust 2021-C10 • Asset-backed securities

THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS, dated as of JULY 23, 2020 by and between (i) WILMINGTON TRUST, NATIONAL ASSOCIATION (together with its successors in interest, “WTNA”), a national banking association (in its capacity as trustee, on behalf of the registered holders of the BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, as Initial Noteholder (as defined herein) of Note A-1, Note A-2, Note A-3, Note A-4, Note B-1-A, Note B-2-A, Note B-3-A, Note B-4-A, Note B-1-B, Note B-2-B, Note B-3-B, Note B-4-B, Note C-1, Note C-2, Note C-3 and Note C-4), (ii) CITI REAL ESTATE FUNDING INC. (together with its successors in interest, “CREFI”), a New York corporation (in its capacity as Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A and Note B-5-B), (iii) BARCLAYS CAPITAL REAL ESTATE INC. (together with its successors in interest “BCREI”), a Delaware corporation (in its capacity as Initial Noteholder of Note

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor, KeyBank National Association, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and CITIBANK, N.A., as Certificate Administrator...
Trust and Servicing Agreement • July 15th, 2021 • BBCMS Mortgage Trust 2021-C10 • Asset-backed securities • New York

This Trust and Servicing Agreement (“Agreement”), is dated as of May 5, 2020, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.

AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 20, 2019 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder,...
Agreement Between Note Holders • July 15th, 2021 • BBCMS Mortgage Trust 2021-C10 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 20, 2019 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch” (together with its successors and assigns in interest, as initial owner of Note A-1 described below, in its capacity as the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”)), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-2 described below, in its capacity as the “Initial Note A-2 Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-3 described below, in its capacity as the “Initial Note A-3 Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-4 described below, in its capacity as the “Initial Note A-4 Holder”), UBS AG, New York Branch (together wi

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • July 15th, 2021 • BBCMS Mortgage Trust 2021-C10 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 25, 2021, between Starwood Mortgage Capital LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

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