AGREEMENT BETWEEN NOTE HOLDERS Dated as of January 11, 2017 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-3 Holder) JW Marriott...Agreement Between Note Holders • April 19th, 2017 • Bank 2017-Bnk4 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of January 11, 2017 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” 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” and, in its capacity as the initial agent, the “Initial Agent”), MSBNA (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”) and MSBNA (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”; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of March 16, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder and Initial Note A-2 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder...Co-Lender Agreement • April 19th, 2017 • Bank 2017-Bnk4 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of March 16, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” 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”), GSMC (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”), Morgan Stanley Bank, N.A. (“MSBNA” and 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”), MSBNA (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”), MSBNA (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 MSBNA (together with its successors and assigns in interest, in its
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • April 19th, 2017 • Bank 2017-Bnk4 • Asset-backed securities • New York
foreclosure, or if franchisee or its affiliates become a competitor, franchisor has right to purchase hotel upon notice to franchisee. Franchisor comfort letter provides that, if lender exercises remedies against franchisee, lender may appoint a lender affiliate to acquire the property and enter into a management or franchise agreement if it is not competitor or competitor affiliate; provided, however, that a lender affiliate will not be deemed a competitor simply due to its ownership of multiple or competing hotels or having engaged managers to manage such other hotels.
BANK 2017-BNK4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-BNK4 UNDERWRITING AGREEMENT As of April 5, 2017Underwriting Agreement • April 19th, 2017 • Bank 2017-Bnk4 • Asset-backed securities • New York
Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation (the “Depositor”), intends to issue its BANK 2017-BNK4, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK4 (the “Certificates”), in twenty (20) classes and interests (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 Wells Fargo Securities, LLC (“Wells Fargo Securities”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), Morgan Stanley & Co. LLC (“MS&Co.”) and Academy Securities, Inc. (“Academy” and, collectively with Wells Fargo Securities, MLPF&S and MS&Co., 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 in
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Wells Fargo Bank, National Association, Master Servicer, Rialto Capital Advisors, LLC, Special Servicer, Park Bridge Lender Services LLC, Operating Advisor and Asset Representations Reviewer,...Pooling and Servicing Agreement • April 19th, 2017 • Bank 2017-Bnk4 • 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
CO-LENDER AGREEMENT Dated as of January 31, 2017 between CITI REAL ESTATE FUNDING INC. (Note A-1 Holder and Note A-4 Holder) and BANK OF AMERICA, N.A. (Note A-2 Holder and Note A-5 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-3 Holder and...Co-Lender Agreement • April 19th, 2017 • Bank 2017-Bnk4 • Asset-backed securities • New York
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor Wells Fargo Bank, National Association, as Master Servicer rialto capital advisors, llc, as Special ServicerPooling and Servicing Agreement • April 19th, 2017 • Bank 2017-Bnk4 • Asset-backed securities • New York
This Pooling and Servicing Agreement is dated and effective as of April 1, 2017, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • April 19th, 2017 • Bank 2017-Bnk4 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of April 5, 2017, 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 Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • April 19th, 2017 • Bank 2017-Bnk4 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of April 5, 2017, 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 Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
