AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 23, 2019 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1 Holder) MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) MORGAN STANLEY BANK, N.A. (Initial Note A-3 Holder) and MORGAN STANLEY...Agreement Between Note Holders • December 10th, 2019 • Bank 2019-Bnk23 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of October 23, 2019 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”), 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”), 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”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 10th, 2019 • Bank 2019-Bnk23 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 21, 2019, 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”).
BANK 2019-BNK23 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-BNK23 UNDERWRITING AGREEMENT As of November 21, 2019Underwriting Agreement • December 10th, 2019 • Bank 2019-Bnk23 • Asset-backed securities • New York
Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), intends to issue its BANK 2019-BNK23, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK23 (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.”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), BofA Securities, Inc. (“BofA Securities”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, collectively with MS&Co., Wells Fargo Securities, BofA Securities and Academy, 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 owne
CO-LENDER AGREEMENT Dated as of October 21, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (an Initial Note A Holder), WELLS FARGO BANK, NATIONAL ASSOCIATION (an Initial Note A Holder), MORGAN STANLEY BANK, NATIONAL ASSOCIATION (an Initial Note...Co-Lender Agreement • December 10th, 2019 • Bank 2019-Bnk23 • 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 October 21, 2019, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as an Initial Note A Holder, WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”), as an Initial Note A Holder, MORGAN STANLEY BANK, NATIONAL ASSOCIATION (“MSBNA”), as an Initial Note A Holder, DBNY, as Initial Note B-1 Holder, MSBNA, as Initial Note B-2 Holder, and WFB, as Initial Note B-3 Holder.
BANC OF AMERICA MERRILL LYNCH LARGE LOAN, INC., as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION as Servicer, AEGON USA REALTY ADVISORS, LLC, as Special Servicer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, WELLS FARGO BANK, NATIONAL...Trust and Servicing Agreement • December 10th, 2019 • Bank 2019-Bnk23 • Asset-backed securities • New York
THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of November 15, 2019 among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator.
INTERCREDITOR AGREEMENT Dated as of November 15, 2019 by and between MORGAN STANLEY bank, N.A. (Note A-1 Holder, Note A-2 Holder), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Note B-1-A Holder, Note B-1-B Holder, Note B-1-C Holder, Note B-1-D...Intercreditor Agreement • December 10th, 2019 • Bank 2019-Bnk23 • Asset-backed securities • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 15, 2019, by and between MORGAN STANLEY BANK, N.A. (“Morgan Stanley Bank”), as holder of Note A-1 (in such capacity, together with its successors and assigns, the “Note A-1 Holder”) and Note A-2 (in such capacity, together with its successors and assigns, the “Note A-2 Holder”), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH”), as holder of Note B-1-A (in such capacity, together with its successors and assigns, the “Note B-1-A Holder”), Note B-1-B (in such capacity, together with its successors and assigns, the “Note B-1-B Holder”), Note B-1-C (in such capacity, together with its successors and assigns, the “Note B-1-C Holder”) and Note B-1-D (in such capacity, together with its successors and assigns, the “Note B-1-D Holder”), BANK OF AMERICA, NATIONAL ASSOCIATION (“BANA”), as holder of Note A-3 (in such capacity, together with its successors and assigns, the “Note A-3 Holder”), Note A-4 (in such capacity, tog
CO-LENDER AGREEMENT Dated as of September 27, 2019 by and between BANK OF AMERICA, N.A. (Initial Note Holder of Note A-1, Note A-3, Note A-5, Note A-7, Note A-9 and Note B-1) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note Holder of Note A-2,...Co-Lender Agreement • December 10th, 2019 • Bank 2019-Bnk23 • Asset-backed securities • New York
