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 • September 21st, 2023 • Bank5 2023-5yr3 • 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 June 21, 2023 by and among GOLDMAN SACHS BANK USA (Initial Note A-1-S1 Holder, Initial Note A-1-C1 Holder and Initial Note A-1-C2 Holder), and MORGAN STANLEY BANK, N.A. (Initial Note A-2-S1 Holder) and BANK OF AMERICA,...Co-Lender Agreement • September 21st, 2023 • Bank5 2023-5yr3 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 21, 2023 by and among GOLDMAN SACHS BANK USA (“GS Bank” and in its capacity as the initial holder of Note A-1-S1, Note A-1-C1 and Note A-1-C2, the “Initial GS Bank Note Holder” and in its capacity as the initial agent, the “Initial Agent”), MORGAN STANLEY BANK, N.A. (“MSBNA” and in its capacity as holder of initial holder of Note A-2-S1, the “Initial MSBNA Note Holder”) and BANK OF AMERICA, N.A. (“BANA” and in its capacity as the initial holder of Note A-3-C1, Note A-3-C2 and Note A-3-C3, the “Initial BANA Note Holder”, and collectively with the Initial GS Bank Note Holder and the Initial MSBNA Note Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • September 21st, 2023 • Bank5 2023-5yr3 • Asset-backed securities
This Mortgage Loan Purchase Agreement (this “Agreement”) is dated and effective as of September 19, 2023, between Citi Real Estate Funding Inc., as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 6, 2023 by and among BANK OF AMERICA, N.A. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder and Initial Note A-4 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-5 Holder,...Agreement Between Noteholders • September 21st, 2023 • Bank5 2023-5yr3 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of July 6, 2023 by and between BANK OF AMERICA, N.A. (together with its successors and assigns in interest, “BANA”), a national banking association (in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”, in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder” and in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”, and in its capacity as the initial agent, the “Initial Agent”), and GOLDMAN SACHS BANK USA (together with its successors and assigns in interest, “GSBI”), a New York state-chartered bank (in its capacity as initial owner of Note A-5, the “Initial Note A-5 Holder”, in its capacity as initial owner of Note A-6, the “Initial Note A-6 Holder” and in its capacity as initial owner of Note A-7, the “Initial Note A-7 Holder”;
BANK5 2023-5YR3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-5YR3 UNDERWRITING AGREEMENT As of September 19, 2023Underwriting Agreement • September 21st, 2023 • Bank5 2023-5yr3 • Asset-backed securities • New York
a trust fund (the “Trust Fund”) primarily consisting of a segregated pool (the “Mortgage Pool”) of thirty-six (36) fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $866,066,573 as of the Cut-off Date, secured by first liens on certain fee simple and/or leasehold interests in commercial and/or multifamily properties (the “Mortgaged Properties”). The Certificates will be issued on or about September 28, 2023 (the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”), dated as of September 1, 2023, between the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Greystone Servicing Company LLC, as special servicer (the “Special Servicer”), Computershare Trust Company, N.A., as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”), and Pentalpha Surveillance LLC,
CO-LENDER AGREEMENT Dated as of July 12, 2023 between DBR Investments Co. Limited (Note A-1 Holder) DBR Investments Co. Limited (Note A-2 Holder) DBR Investments Co. Limited (Note A-3 Holder) DBR Investments Co. Limited (Note A-4 Holder) DBR...Co-Lender Agreement • September 21st, 2023 • Bank5 2023-5yr3 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of July 12, 2023, is by and among DBR Investments Co. Limited, a Cayman Islands corporation, 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, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “WFB”), having an address c/o Wells Fargo Commercial Mortgage Servicing, 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 28202, as Note A-6 Holder, Note A-7 Holder and Note A-8 Holder.
AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 30, 2023 by and between BANK OF AMERICA, N.A. (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder and Initial Note A-1-5 Holder) and UBS AG, NEW...Agreement Between Note Holders • September 21st, 2023 • Bank5 2023-5yr3 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 30, 2023 by and between BANK OF AMERICA, N.A. (“BANA”, in its capacity as initial owner of Note A-1-1 described below, the “Initial Note A-1-1 Holder”, in its capacity as initial owner of Note A-1-2 described below, the “Initial Note A-1-2 Holder”, in its capacity as initial owner of Note A-1-3 described below, the “Initial Note A-1-3 Holder”, in its capacity as initial owner of Note A-1-4 described below, the “Initial Note A-1-4 Holder”, in its capacity as initial owner of Note A-1-5 described below, the “Initial Note A-1-5 Holder” and, in its capacity as the initial agent, the “Initial Agent”);
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 • September 21st, 2023 • Bank5 2023-5yr3 • 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
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • September 21st, 2023 • Bank5 2023-5yr3 • Asset-backed securities
This Mortgage Loan Purchase Agreement (this “Agreement”) is dated and effective as of September 19, 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 Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
