BMO 2023-C6 Mortgage Trust Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 25, 2023 by and between BANK OF AMERICA, N.A. (Initial Note A-1-1, Note A-1-2, Note A-1-3 and Note A-1-4 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2-1, Note A-2-2, Note A-2-3...
Agreement Between Note Holders • August 30th, 2023 • BMO 2023-C6 Mortgage Trust • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of May 25, 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” and, in its capacity as the initial agent, the “Initial Agent”);

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CO-LENDER AGREEMENT Dated as of June 30, 2023 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) MARRIOTT PHILADELPHIA WEST
Co-Lender Agreement • August 30th, 2023 • BMO 2023-C6 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 30, 2023, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo Bank” 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”, and in its capacity as the initial agent, the “Initial Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”, and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).

BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and STARWOOD MORTGAGE CAPITAL LLC SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2023 BMO 2023-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-C6
Pooling and Servicing Agreement • August 30th, 2023 • BMO 2023-C6 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of August 1, 2023, is between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and Starwood Mortgage Capital LLC, a Delaware limited liability company, 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 Facility
Agreement Between Noteholders • August 30th, 2023 • BMO 2023-C6 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”).

BMO COMMERCIAL MORTGAGE SECURITIES LLC BMO 2023-C6 MORTGAGE TRUST
Underwriting Agreement • August 30th, 2023 • BMO 2023-C6 Mortgage Trust • Asset-backed securities

BMO Capital Markets Corp. 151 West 42nd Street New York, New York 10036 Wells Fargo Securities, LLC 30 Hudson Yards, 15th Floor New York, New York 10001

CO-LENDER AGREEMENT Dated as of July 18, 2023 between DBR Investments Co. Limited (Note A-1 Holder) DBR Investments Co. Limited (Note A-2 Holder) DBR Investments Co. Limited (Note A-3 Holder) DBR Investments Co. Limited (Note A-4 Holder) DBR...
Co-Lender Agreement • August 30th, 2023 • BMO 2023-C6 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of April 14, 2023, is by and among DBR Investments Co. Limited, a Cayman Islands corporation, having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019 (together with its successors and assigns, “DB”), as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and Note A-5 Holder, and GOLDMAN SACHS BANK USA, a New York State-chartered bank (together with its successors and assigns, “GS”), having an address at 200 West Street, New York, New York 10282, as Note A-6 Holder, Note A-7-1 Holder and Note A-7-2 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 • August 30th, 2023 • BMO 2023-C6 Mortgage Trust • 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”);

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...
Amended And • August 30th, 2023 • BMO 2023-C6 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

BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and keybank national association SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2023 BMO 2023-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-C6
Pooling and Servicing Agreement • August 30th, 2023 • BMO 2023-C6 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of August 1, 2023, is between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and KeyBank National Association, a national banking association, as seller (the “Seller”).

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