AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 13, 2017 by and between BANK OF AMERICA, N.A. (Initial Note A-1 Holder) and BANK OF AMERICA, N.A. (Initial Note A-2 Holder) D.C. Office PortfolioAgreement Between Note Holders • May 12th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of February 13, 2017 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” and, in its capacity as the initial agent, the “Initial Agent”); and BANA (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”; the Initial Note A-1 and the Initial Note A-2 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 • May 12th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • 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 • May 12th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • 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 May 1, 2017, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, 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
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 • May 12th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • 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
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of May 1, 2017 Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33, Commercial Mortgage...Primary Servicing Agreement • May 12th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of May 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”).
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 • May 12th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • 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.
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 • May 12th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of April 24, 2017 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) Tops PortfolioAgreement Between Noteholders • May 12th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • Asset-backed securities • New York
Agreement and the Lead Securitization Servicing Agreement and (iii) to the extent consistent with the foregoing, the Servicing Standard;
MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2017-C33, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-C33Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • May 12th, 2017 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • May 12th, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33 • 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 May 1, 2017, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, 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
