BMO 2024-5c4 Mortgage Trust Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 1, 2023 by and between BARCLAYS CAPITAL REAL ESTATE INC. and ARGENTIC REAL ESTATE FINANCE 2 LLC AUTONATION
Agreement Between Note Holders • April 26th, 2024 • BMO 2024-5c4 Mortgage Trust • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 1, 2023, by and between BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation (“Barclays” and, in its capacity as the initial agent, the “Initial Agent”) and ARGENTIC REAL ESTATE FINANCE 2 LLC, a Delaware limited liability company (“Argentic”).

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CO-LENDER AGREEMENT Dated as of April 5, 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 CITI REAL ESTATE FUNDING INC. (Initial Note A-3 Holder) and CITI REAL...
Co-Lender Agreement • April 26th, 2024 • BMO 2024-5c4 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of April 5, 2024 is by and between CITI REAL ESTATE FUNDING INC. (“CREFI” 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”), CREFI (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”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”) and CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A

CO-LENDER AGREEMENT Dated as of January 31, 2024 between LMF COMMERCIAL, LLC (Note A-1 Holder) and LMF COMMERCIAL, LLC (Note A-2 Holder) and LMF COMMERCIAL, LLC (Note A-3 Holder) and LMF COMMERCIAL, LLC (Note A-4 Holder) and LMF COMMERCIAL, LLC (Note...
Co-Lender Agreement • April 26th, 2024 • BMO 2024-5c4 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of January 31, 2024, is between LMF COMMERCIAL, LLC, a Delaware limited liability company (“LMF”), having an address at 590 Madison Avenue, 9th Floor, New York, New York 10022, as the holder of Note A-1 (the “Initial Note A-1 Holder”), LMF, as the holder of Note A-2 (the “Initial Note A-2 Holder”), LMF, as the holder of Note A-3 (the “Initial Note A-3 Holder”), LMF, as the holder of Note A-4 (the “Initial Note A-4 Holder”) and LMF, as the holder of Note A-5 (the “Initial Note A-5 Holder”).

BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and ARGENTIC REAL ESTATE FINANCE 2 LLC SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of May 1, 2024 BMO 2024-5C4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-5C4
Pooling and Servicing Agreement • April 26th, 2024 • BMO 2024-5c4 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of May 1, 2024, is between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and Argentic Real Estate Finance 2 LLC, a Delaware limited liability company, as seller (the “Seller”).

AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 6, 2024 by and among ARGENTIC REAL ESTATE FINANCE 2 LLC (Initial Note A-1 Holder and Initial Note A-2 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-3 Holder and Initial Note A-4 Holder) Vero Office...
Agreement • April 26th, 2024 • BMO 2024-5c4 Mortgage Trust • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of March 6, 2024 by and between ARGENTIC REAL ESTATE FINANCE 2 LLC (together with its successors and assigns in interest, “AREF2” and, 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”), AREF2 (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), 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-3, the “Initial Note A-3 Holder”), and GSBI, a New York state-chartered bank (in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder, the “Initial Noteholders”).

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2024-5C4
Underwriting Agreement • April 26th, 2024 • BMO 2024-5c4 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 May 14, 2024 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1-1 Holder) CITI REAL ESTATE FUNDING INC. (Initial Note A-1-2 Holder) CITI REAL ESTATE FUNDING INC. (Initial Note A-2-1 Holder)
Co-Lender Agreement • May 15th, 2024 • BMO 2024-5c4 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 14, 2024 is by and between CITI REAL ESTATE FUNDING INC. (“CREFI” and, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1-1, the “Initial Note A-1-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1-2, the “Initial Note A-1-2 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-1, the “Initial Note A-2-1 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-2, the “Initial Note A-2-2 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-3, the “Initial Note A-2-3 Holder”), CREFI (together with its successors and assigns in interest, in its capacity

CO-LENDER AGREEMENT Dated as of January 18, 2024 between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-3 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH...
-Lender Agreement • April 26th, 2024 • BMO 2024-5c4 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of January 18, 2024, is between DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services (“DBNY”), having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019, as Note A-1 Holder, DBNY as Note A-2 Holder, DBNY as Note A-3 Holder, DBNY as Note A-4 Holder, BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation (“BCREI”), having an address at 745 Seventh Avenue, New York, New York 10019, as Note A-5 Holder, BCREI as Note A-6 Holder, BCREI as Note A-7 Holder, BCREI as Note A-8 Holder, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“WFB”), having an address at 30 Hudson Yards, 62nd Floor, New York, New York 10001, as Note A-9 Holder, WFB as Note A-10 Holder, WFB as Note A-11 Holder and WFB as Note A-12 Holder.

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2024-5C4
Underwriting Agreement • May 15th, 2024 • BMO 2024-5c4 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

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