AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 13, 2023 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder), and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) SOMO VillageAgreement Between Note Holders • May 25th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of April 13, 2023, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined below), the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 (as defined below), the “Initial Note A-2 Holder” and together with the Initial Note A-1 Holder, the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of April 17, 2023 by and among STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-3 Holder) and STARWOOD MORTGAGE...Co-Lender Agreement • May 25th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • November 30th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 19, 2023, between Wells Fargo Bank, 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”).
MSWF Commercial Mortgage Trust 2023-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-1 UNDERWRITING AGREEMENT As of May 19, 2023Underwriting Agreement • May 25th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities • New York
Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), intends to issue its MSWF Commercial Mortgage Trust 2023-1, Commercial Mortgage Pass-Through Certificates, Series 2023-1 (the “Certificates”), in thirty-nine (9) classes (each, a “Class”) as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Depositor further proposes to sell to Morgan Stanley & Co. LLC (“MS&Co.”), Wells Fargo Securities, LLC (“Wells Fargo Securities”) and Siebert Williams Shank & Co., LLC (“Siebert Williams” and, collectively with MS&Co. and Wells Fargo Securities, 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 represent in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”) primarily consisting of a
CO-LENDER AGREEMENT Dated as of February 28, 2023 between GERMAN AMERICAN CAPITAL CORPORATION (Note A-1 Holder) and AREF 2 WH WF LLC (Note A-2 Holder) and GERMAN AMERICAN CAPITAL CORPORATION (Note A-3 Holder)Co-Lender Agreement • May 25th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of February 28, 2023, is between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (“GACC”), having an address at 1 Columbus Circle, New York, New York 10019, as Note A-1 Holder and as Note A-3 Holder and AREF 2 WH WF LLC, a Delaware limited liability company (“AREF 2”), having an address at c/o Argentic Real Estate Finance 2 LLC, 31 West 27th Street, 12th Floor, New York, New York 10001, as Note A-2 Holder.
AGREEMENT BETWEEN NOTE HOLDERS Dated as of January 27, 2023 by and between BANK OF AMERICA, NATIONAL ASSOCIATION (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note...Agreement Between Note Holders • May 25th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of April 14, 2023 between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-3 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note...Co-Lender Agreement • May 25th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of April 14, 2023, is by and among DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019 (together with its successors and assigns, “DB”), as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and Note A-5 Holder, MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “MS”), having an address at 1585 Broadway, New York, New York 10036, as Note A-6-1 Holder, Note A-6-2 Holder and Note A-7 Holder, and BANK OF MONTREAL, a Canadian Chartered bank (together with its successors and assigns, “BMO”), having an address at c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036, as Note A-8 Holder, Note A-9 Holder, Note A-10 Holder and Note A-11 Holder.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of February 1, 2023 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-6 Holder,...Agreement Between Noteholders • May 25th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of February 1, 2023, by and among Goldman Sachs Bank USA (“GSBI” 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”), GSBI (in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”), GSBI (in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), GSBI (in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”), GSBI (in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”), GSBI (in its capacity as initial owner of the Note A-6, the “Initial Note A-6 Holder”), GSBI (in its capacity as initial owner of the Note A-7, the “Initial Note A-7 Holder”), Bank of Montreal (“BMO” and, in its capacity as initial owner of the Note A-8, the “Initial Note A-8 Holder”), BMO (in its capacity as initial owner of the Note A-9, the “Initial Note A-9 Holder”),
CO-LENDER AGREEMENT Dated as of April 14, 2023 between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-3 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note...-Lender Agreement • November 30th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of April 14, 2023, is by and among DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019 (together with its successors and assigns, “DB”), as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and Note A-5 Holder, MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “MS”), having an address at 1585 Broadway, New York, New York 10036, as Note A-6-1 Holder, Note A-6-2 Holder and Note A-7 Holder, and BANK OF MONTREAL, a Canadian Chartered bank (together with its successors and assigns, “BMO”), having an address at c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036, as Note A-8 Holder, Note A-9 Holder, Note A-10 Holder and Note A-11 Holder.
AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of March 14, 2023 by and between MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER ON BEHALF OF COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE FOR...Co-Lender Agreement • May 25th, 2023 • MSWF Commercial Mortgage Trust 2023-1 • Asset-backed securities • New York
