AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 19, 2023 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder and Initial Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION...Agreement Between Note Holders • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • 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-1-1 described below, the “Initial Note A-1-1 Holder”), MSBNA (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”), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-3 described below, the “Initial Note A-1-3 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”), JPMORGAN CHASE BANK NATIONAL ASSOCIATION (“JPMCB” 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”), JPMCB (together with its successors
CO-LENDER AGREEMENT Dated as of March 3, 2023 by and among GOLDMAN SACHS BANK USA (Initial Note A-1-S1 Holder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder, Initial Note A-1-C3 Holder and Initial Note A-1-C4 Holder), and DEUTSCHE BANK AG,...Co-Lender Agreement • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective April 5, 2023 between Citi Real Estate Funding Inc., as seller (the “Mortgage Loan Seller”), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (in such capacity, the “Purchaser”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 3, 2022 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) Riverport TowerAgreement • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • Asset-backed securities • New York
AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of April 5, 2023 between GERMAN AMERICAN CAPITAL CORPORATION (Note A-1-1 Holder) GERMAN AMERICAN CAPITAL CORPORATION (Note A-1-2 Holder) COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE FOR THE BENEFIT OF...Co-Lender Agreement • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of April 5, 2023, is between GERMAN AMERICAN CAPITAL CORPORATION (in its capacity as initial owner of the Note A-1-1, the “Initial Note A-1-1 Holder”), GERMAN AMERICAN CAPITAL CORPORATION (in its capacity as initial owner of the Note A-1-2, the “Initial Note A-1-2 Holder”), COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF FIVE 2023-V1 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2023-V1 (in its capacity as owner of the Note A-2, the “Note A-2 Holder”), COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF FIVE 2023-V1 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2023-V1 (in its capacity as owner of the Note A-3, the “Note A-3 Holder”), and COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF FIVE 2023-V1 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH C
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective April 5, 2023 between JPMorgan Chase Bank, National Association, as seller (the “Mortgage Loan Seller”), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (in such capacity, the “Purchaser”).
CO-LENDER AGREEMENT Dated as of February 28, 2023 between DBR INVESTMENTS CO. LIMITED (Note A-1 Holder) and DBR INVESTMENTS CO. LIMITED (Note A-2 Holder)Co-Lender Agreement • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of February 28, 2023, is between DBR INVESTMENTS CO. LIMITED, an Exempted Company incorporated in the Cayman Islands (“DBRI”), having an address at 1 Columbus Circle, New York, New York 10019, as Note A-1 Holder and DBRI as Note A-2 Holder.
AGREEMENT BETWEEN NOTE HOLDERS Dated as of January 27, 2023 by and between BANK OF AMERICA, NATIONAL ASSOCIATION (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note...Agreement Between Note Holders • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of February 1, 2023 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-6 Holder,...Agreement Between Noteholders • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of February 1, 2023, by and among Goldman Sachs Bank USA (“GSBI” and, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), GSBI (in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”), GSBI (in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), GSBI (in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”), GSBI (in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”), GSBI (in its capacity as initial owner of the Note A-6, the “Initial Note A-6 Holder”), GSBI (in its capacity as initial owner of the Note A-7, the “Initial Note A-7 Holder”), Bank of Montreal (“BMO” and, in its capacity as initial owner of the Note A-8, the “Initial Note A-8 Holder”), BMO (in its capacity as initial owner of the Note A-9, the “Initial Note A-9 Holder”),
Benchmark 2023-B38 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-B38 UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2023 • Benchmark 2023-B38 Mortgage Trust • Asset-backed securities • New York
Deutsche Bank Securities Inc. 1 Columbus Circle New York, New York 10019 Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013
