AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 9, 2023 by and between CITI REAL ESTATE FUNDING INC. (Note A-1 Holder, Note A-2 Holder and Note A-3 Holder) and UBS AG, NEW YORK BRANCH (Note A-4 Holder, Note A-5-1 and Note A-5-2 Holder) and WELLS FARGO...Agreement Between Note Holders • July 18th, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of June 9, 2023, by and between CITI REAL ESTATE FUNDING INC., a New York corporation (“Citi” and, in its capacity as the initial agent, the “Initial Agent”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”).
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 • July 18th, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, andPooling and Servicing Agreement • July 18th, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of July 1, 2023, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Goldman Sachs Mortgage Company, a New York limited partnership, as seller (the “Seller”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 18, 2023 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) J&O Industrial FacilityAgreement Between Noteholders • July 18th, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of July 18, 2023 by and between 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-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), and GSBI, a New York state-chartered bank (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Noteholders”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. BENCHMARK 2023-B39 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-B39 Underwriting Agreement Dated as of June 28, 2023Underwriting Agreement • July 18th, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities
Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue, 8th Floor New York, New York 10179
CO-LENDER AGREEMENT Dated as of July 18, 2023 between GERMAN AMERICAN CAPITAL CORPORATION (Note A-1 Holder) and GERMAN AMERICAN CAPITAL CORPORATION (Note A-2 Holder)Co-Lender Agreement • July 18th, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of July 18, 2023, is between GERMAN AMERICAN CAPITAL COMPANY, a Maryland corporation (“GACC”), having an ad dress at 1 Columbus Circle, New York, New York 10019, as Note A-1 Holder, and GACC as Note A-2 Holder.
AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 2, 2023 by and between NEW YORK LIFE INSURANCE COMPANY (Initial Note A-1 Holder) and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (Initial Note A-2 Holder) and DEUTSCHE...Agreement Between Noteholders • August 21st, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities • New York
THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of August 2, , 2023, is made by and between NEW YORK LIFE INSURANCE COMPANY, in its capacity as initial owner of Note A-1 (the “Initial Note A-1 Holder”), TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (together with its successors and assigns in interest, “DB”), in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF BENCHMARK 2023-B39 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-B39, AND ANY RELATED UNCERTIFICATED VRR INTEREST OWNER (together with its successors and assigns in interest), in its capacity as current owner of Note A-4-1 (the “Initial Note A-4-1 Holder”), ZIONS BANCORPORATION, N.A., in it
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 • July 18th, 2023 • Benchmark 2023-B39 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”),
BMO COMMERCIAL MORTGAGE SECURITIES LLC, Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer, Rialto capital advisors, llc, Special Servicer, Park bridge lender services llc, Operating Advisor and Asset...Pooling and Servicing Agreement • July 18th, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and German American Capital Corporation, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of July 1, 2023 Benchmark 2023-B39 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...Pooling and Servicing Agreement • July 18th, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of July 1, 2023, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and German American Capital Corporation, a Maryland corporation, as seller (the “Seller”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of July 1, 2023 Benchmark 2023-B39 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-B39Pooling and Servicing Agreement • July 18th, 2023 • Benchmark 2023-B39 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of July 1, 2023, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Citi Real Estate Funding Inc., a New York corporation, as seller (the “Seller”).
