0001539497-23-000694 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 19, 2023 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1 Holder) MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Agent) McKesson...
Agreement Between Note Holders • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of April 19, 2023 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”; the Initial Note A-1 Holder and the Initial Note A-2 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”).

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CO-LENDER AGREEMENT Dated as of January 10, 2023 by and among CITI REAL ESTATE FUNDING INC. and SOCIETE GENERALE FINANCIAL CORPORATION 575 Broadway
Co-Lender Agreement • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of January 10, 2023, by and among CITI REAL ESTATE FUNDING INC. (“CREFI” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1 described below, the “Initial Note A-1-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-2 described below, the “Initial Note A-1-2 Holder”), CREFI (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”), SOCIETE GENERALE FINANCIAL CORPORATION (“SGFC” 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”), SGFC (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 described below, the “Initial Note

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 30, 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 Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

CO-LENDER AGREEMENT Dated as of February 23, 2023 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note Holder of Note A-1, Note A-2, Note A-3, Note A-4 and Note B-1) and KEYBANK NATIONAL ASSOCIATION (Initial Note Holder of Note A-5, Note...
Co-Lender Agreement • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of February 23, 2023, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and together with its successors and assigns in interest, as initial owner of Note A-1, Note A-2, Note A-3, Note A-4 and Note B-1, and in its capacity as the initial agent, the “Initial Agent”), and KEYBANK NATIONAL ASSOCIATION (“KeyBank” and together with its successors and assigns in interest, as initial owner of Note A-5, Note A-6, Note A-7 and Note B-2 and, together with WFB, the “Initial Note Holders”).

BANK5 2023-5YR1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-5YR1 UNDERWRITING AGREEMENT As of March 30, 2023
Underwriting Agreement • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities • New York

Co., LLC (“Siebert Williams” and, collectively with Wells Fargo Securities, MS&Co., BofA Securities, CGMI, Academy and Drexel, 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 “Trust Fund”) primarily consisting of a segregated pool (the “Mortgage Pool”) of twenty-four (24) fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $1,025,941,018 as of the Cut-off Date, secured by first liens on certain fee simple and/or leasehold interests in commercial properties (the “Mortgaged Properties”). The Certificates will be issued on or about April 19, 2023 (the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”), d

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 30, 2023, 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 Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 30, 2023, between Citi Real Estate Funding Inc., as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of March 30, 2023, 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 Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

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