AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 8, 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) Westchester OneAgreement Between Note Holders • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of June 8, 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”) and 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”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 16, 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 Morgan Stanley Capital I Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
BANK 2017-BNK5 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-BNK5 UNDERWRITING AGREEMENT As of June 16, 2017Underwriting Agreement • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), intends to issue its BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 (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 Morgan Stanley & Co. LLC (“MS&Co.”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), Wells Fargo Securities, LLC (“Wells Fargo Securities”) and Drexel Hamilton, LLC (“Drexel”, and, collectively with MS&Co., MLPF&S 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 “
CO-LENDER AGREEMENT Dated as of May 6, 2017 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder), GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-2 Holder), MORGAN STANLEY BANK, N.A. (Initial Note A-3 Holder), DEUTSCHE BANK AG,...Co-Lender Agreement • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
This CO-LENDER AGREEMENT (together with the exhibits and schedules hereto and all amendments hereof and supplements hereto, this “Agreement”) is dated as of May 6, 2017, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”, in its capacity as initial owner of Note A-1-S, Note A-1-C1, Note A-1-C2, Note A-1-C3, Note A-1-C4 and Note A-1-C5 described below, the “Initial Note A-1 Holder”), GOLDMAN SACHS MORTGAGE COMPANY (“GSMC”, in its capacity as initial owner of Note A-2-S, Note A-2-C1 and Note A-2-C2 described below, the “Initial Note A-2 Holder”), MORGAN STANLEY BANK, N.A. (“MSBNA”, in its capacity as initial owner of Note A-3-S and Note A-3-C described below, the “Initial Note A-3 Holder”), DBNY (in its capacity as initial owner of Note B-1 described below, the “Initial Note B-1 Holder”), GSMC (in its capacity as initial owner of Note B-2 described below, the “Initial Note B-2 Holder”) and MSBNA (in its capacity as initial owner of Note B-3 described below, the “Initial Note B-3 Holder”;
CO-LENDER AGREEMENT Dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial JPM Note Holder) and BANK OF AMERICA, N.A. (Initial BANA Note Holder) and BARCLAYS BANK PLC (Initial Barclays Note Holder) and DEUTSCHE BANK...Co-Lender Agreement • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as owner of Notes A-1, A-2, A-9 and A-14 and as the initial owner of Notes A-15 and A-16, the “Initial JPM Note Holder”, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as owner of Notes A-3 and A-4, the “Initial BANA Note Holder”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as owner of Notes A-5, A-6 and A-17, the “Initial Barclays Note Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as owner of Notes A-7, A-8, A-10, A-11, A-12 and A-13, the “Initial DBNY Note Holder” and, together with the Initial JPM Note Holder, the Initial
CO-LENDER AGREEMENT Dated as of May 12, 2017 by and among BANK OF AMERICA, N.A. (Initial Note 1 Holder) and BARCLAYS BANK PLC (Initial Note 2 Holder) and SOCIÉTÉ GÉNÉRALE (Initial Note 3 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note...Co-Lender Agreement • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 12, 2017, by and among BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note C-1, Note D-1 and Note E-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note B-2-1, Note B-2-2, Note B-2-3, Note B-2-4, Note C-2, Note D-2 and Note E-2, the “Initial Note 2 Holder”), SOCIÉTÉ GÉNÉRALE (“SocGen” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-1, Note A-3-2, Note A-3-3, Note A-3-4, Note B-3-1, Note B-3-2, Note B-3-3, Note B-3-4, Note C-3, Note D-3 and Note E-3, the “Initial Note 3 Holder”) and WELL
AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 25, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial A-1 Notes Holder) and BANK OF AMERICA, N.A. (Initial A-2 Notes Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial B-1...Agreement Between Noteholders • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
Reference is hereby made to the Co-Lender Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among [ ], and each lender from time to time party thereto.
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 16, 2017, between National Cooperative Bank, N.A., 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”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 16, 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 Morgan Stanley Capital I Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • June 29th, 2017 • Bank 2017-Bnk5 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 16, 2017, 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”).
