AGREEMENT BETWEEN NOTE HOLDERS Dated as of March 9, 2022 by and between BANK OF AMERICA, N.A. (Initial Note A-1 Holder) BANK OF AMERICA, N.A. (Initial Note A-2 Holder) and COLUMN FINANCIAL, INC. (Initial Note A-3 Holder) Norfolk Premium OutletsAgreement Between Note Holders • February 23rd, 2023 • Bank 2023-Bnk45 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of March 9, 2022 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”), 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”), COLUMN FINANCIAL, INC. (“Column” and, 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 February 13, 2023 by and among GOLDMAN SACHS BANK USA, DBR INVESTMENTS CO. LIMITED, MORGAN STANLEY BANK, N.A., and BANK OF MONTREAL Green Acres MallCo-Lender Agreement • February 23rd, 2023 • Bank 2023-Bnk45 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of February 13, 2023, by and among GOLDMAN SACHS BANK USA GS (“GS” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, Note A-2 described below, and Note A-3 described below (collectively defined as “GS Notes”), the “Initial GS Note Holder” and, in its capacity as the initial agent, the “Initial Agent”), BANK OF MONTREAL (“BMO” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 described below, Note A-5 described below, Note A-6 described below, Note A-7 described below, and Note A-8 described below, the “Initial BMO Note Holder”), MORGAN STANLEY BANK, N.A. (“MS” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-9 described below, Note A-10 described below, Note A-11 described below, and Note A-12 described below, the “Initial MS Note Holder”), and DBR INVESTMEN
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • February 23rd, 2023 • Bank 2023-Bnk45 • Asset-backed securities
This Mortgage Loan Purchase Agreement (this “Agreement”) is dated and effective as of February 9, 2023, 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 Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
BANK 2023-BNK45 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-BNK45 UNDERWRITING AGREEMENT As of February 9, 2023Underwriting Agreement • February 23rd, 2023 • Bank 2023-Bnk45 • Asset-backed securities • New York
Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation (the “Depositor”), intends to issue its BANK 2023-BNK45, Commercial Mortgage Pass-Through Certificates, Series 2023-BNK45 (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”), Morgan Stanley & Co. LLC (“MS&Co.”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, collectively with BofA Securities, MS&Co., Wells Fargo 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 aggre
AGREEMENT AMONG NOTE HOLDERS Dated as of January 19, 2023 by and between BARCLAYS BANK PLC (Note A-1 Holder and Note A-2 Holder), BANK OF AMERICA, N.A. (Note A-3 Holder, Note A-4 Holder and Note A-5 Holder), WELLS FARGO BANK, NATIONAL ASSOCIATION...Agreement Among Note Holders • February 23rd, 2023 • Bank 2023-Bnk45 • Asset-backed securities • New York
