0001539497-24-001168 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 6, 2024 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and BANK OF AMERICA, N.A. (Initial Note A-3 Holder) and BANK OF...
Agreement Between Note Holders • June 5th, 2024 • Bank5 2024-5yr7 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of May 6, 2024 by and between CITI REAL ESTATE FUNDING INC. (“Citi” 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”), CITI (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”), BANK OF AMERICA, N.A. (“BANA” 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”), and BANA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 described below, the “Initial Note A-4 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the Initial Note A-4 Holder are referred to collectively herein as

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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • June 5th, 2024 • Bank5 2024-5yr7 • Asset-backed securities

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of June 3, 2024, 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 Morgan Stanley Capital I Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

CO-LENDER AGREEMENT Dated as of April 30, 2024 between DBR INVESTMENTS CO. LIMITED (Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Note A-2 Holder)
Co-Lender Agreement • June 5th, 2024 • Bank5 2024-5yr7 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of April 30, 2024, is between DBR INVESTMENTS CO. LIMITED, an Exempted Company incorporated in the Cayman Islands, having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019 (“DBRI”), as Note A-1 Holder, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, 8th Floor, New York, New York 10179 (“JPMCB”), as Note A-2 Holder.

BANK5 2024-5YR7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2024-5YR7 UNDERWRITING AGREEMENT As of June 3, 2024
Underwriting Agreement • June 5th, 2024 • Bank5 2024-5yr7 • Asset-backed securities • New York

the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”) primarily consisting of (i) a segregated pool (the “Mortgage Pool”) of thirty-seven (37) fixed-rate mortgage loans (the “Mortgage Loans”) having an approximate aggregate principal balance of $1,146,205,970 as of the Cut-off Date, secured by first liens on certain fee simple and/or leasehold interests in commercial, multifamily and/or manufactured housing community properties (the “Mortgaged Properties”) and (ii) one trust subordinate companion loan (the “Trust Subordinate Companion Loan”) having an approximate principal balance of 45,000,000. The Certificates, the VRR Interest and the CIRA-RR Interest will be issued on or about June 13, 2024 (the “Closing Date”), pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”), dated as of June 1, 2024, among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master

AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 6, 2024 by and between 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 BANK OF AMERICA, N.A. (Initial Note B Holder) Cira...
Agreement Between Noteholders • June 5th, 2024 • Bank5 2024-5yr7 • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of May 6, 2024, by and between BANK OF AMERICA, N.A., a national banking association (“BANA” and, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder” and in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”, and together with the Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder, the “Initial Note A Holder”, and in its capacity as the initial agent, the “Initial Agent”), and BANA (together with its successors and assigns in interest, in its capacity as initial owner of the Note B, the “Initial Note B Holder”).

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