0001539497-21-000725 Sample Contracts

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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • May 20th, 2021 • Bank 2021-Bnk33 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 7, 2021, 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 Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

BANK 2021-BNK33 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021-BNK33 UNDERWRITING AGREEMENT As of May 7, 2021
Underwriting Agreement • May 20th, 2021 • Bank 2021-Bnk33 • Asset-backed securities • New York

Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation (the “Depositor”), intends to issue its BANK 2021-BNK33, Commercial Mortgage Pass-Through Certificates, Series 2021-BNK33 (the “Certificates”), in forty-three (43) 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 BofA Securities, Inc. (“BofA Securities”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), Morgan Stanley & Co. LLC (“MS&Co.”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, collectively with BofA Securities, Wells Fargo Securities, MS&Co. 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 aggreg

CO-LENDER AGREEMENT Dated as of November 18, 2020 by and among BANK OF AMERICA, NATIONAL ASSOCIATION (an Initial Note A Holder), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (an Initial Note A Holder), COLUMN FINANCIAL, INC. (an Initial Note A Holder),...
Co-Lender Agreement • May 20th, 2021 • Bank 2021-Bnk33 • 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 November 18, 2020, among BANK OF AMERICA, NATIONAL ASSOCIATION (“BANA”) as an Initial Note A Holder, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMCB”), as an Initial Note A Holder, as an Initial Note A Holder, COLUMN FINANCIAL, INC. (“Column”), DBR INVESTMENTS CO. LIMITED (“DBRI”), as an Initial Note A Holder, BANA, as Initial Note B-1 Holder, JPMCB, as Initial Note B-2 Holder, Column, as Initial Note B-3 Holder and DBRI, as Initial Note B-4 Holder.

AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 12, 2021 by and between GOLDMAN SACHS BANK USA (Initial Note A-1-A and A-1-B Holder), MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder), PRIMA MORTGAGE INVESTMENT TRUST, LLC (Note...
Agreement Between Noteholders • May 20th, 2021 • Bank 2021-Bnk33 • Asset-backed securities

Reference is hereby made to the Amended and Restated Agreement Between Noteholders, dated as of May 12, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“GSB” and in its capacity as initial owner of Note A-1-A and A-1-B, the “Initial GSB Note A Holder”, and in its capacity as the initial agent, the “Initial Agent”), MORGAN STANLEY BANK, N.A., a national banking association (“MSB” and in its capacity as initial owner of Note A-2, the “Initial MSB Note A Holder”), PRIMA MORTGAGE INVESTMENT TRUST, LLC (“Prima”), NEW YORK STATE TEACHERS’ RETIREMENT SYSTEM (“NYSTRS”), WILTON REASSURANCE COMPANY (“Wilton”), HIGHMARK, INC. (“Highmark”) and WILCAC LIFE INSURANCE COMPANY (“Wilcac”).

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