0001539497-23-002086 Sample Contracts

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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • December 4th, 2023 • Bank5 2023-5yr4 • Asset-backed securities

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 30, 2023, between JPMorgan Chase 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”).

AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 6, 2023 by and among BANK OF AMERICA, N.A. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder and Initial Note A-4 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-5 Holder,...
Agreement Between Noteholders • December 4th, 2023 • Bank5 2023-5yr4 • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of July 6, 2023 by and between BANK OF AMERICA, N.A. (together with its successors and assigns in interest, “BANA”), a national banking association (in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”, in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder” and in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”, and in its capacity as the initial agent, the “Initial Agent”), and GOLDMAN SACHS BANK USA (together with its successors and assigns in interest, “GSBI”), a New York state-chartered bank (in its capacity as initial owner of Note A-5, the “Initial Note A-5 Holder”, in its capacity as initial owner of Note A-6, the “Initial Note A-6 Holder” and in its capacity as initial owner of Note A-7, the “Initial Note A-7 Holder”;

AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 30, 2023 by and between BANK OF AMERICA, N.A. (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder and Initial Note A-1-5 Holder) and UBS AG, NEW...
Agreement Between Note Holders • December 4th, 2023 • Bank5 2023-5yr4 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 30, 2023 by and between BANK OF AMERICA, N.A. (“BANA”, in its capacity as initial owner of Note A-1-1 described below, the “Initial Note A-1-1 Holder”, in its capacity as initial owner of Note A-1-2 described below, the “Initial Note A-1-2 Holder”, in its capacity as initial owner of Note A-1-3 described below, the “Initial Note A-1-3 Holder”, in its capacity as initial owner of Note A-1-4 described below, the “Initial Note A-1-4 Holder”, in its capacity as initial owner of Note A-1-5 described below, the “Initial Note A-1-5 Holder” and, in its capacity as the initial agent, the “Initial Agent”);

BANK5 2023-5YR4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-5YR4 UNDERWRITING AGREEMENT As of November 30, 2023
Underwriting Agreement • December 4th, 2023 • Bank5 2023-5yr4 • Asset-backed securities • New York

(“Siebert Williams” and, collectively with Wells Fargo Securities, MS&Co., BofA Securities, J.P. Morgan, 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-seven (27) fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $744,123,334 as of the Cut-off Date, secured by first liens on certain fee simple and/or leasehold interests in commercial and multifamily properties (the “Mortgaged Properties”). The Certificates will be issued on or about December 19, 2023 (the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling and Servicin

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