0001539497-23-001146 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 20, 2023 by and between ZIONS BANCORPORATION, N.A. (Initial Note A-1 Holder) and ZIONS BANCORPORATION, N.A. (Initial Note A-2 Holder) and ZIONS BANCORPORATION, N.A. (Initial Note A-3 Holder) BRIER CREEK...
Agreement Between Note Holders • June 21st, 2023 • BMO 2023-C5 Mortgage Trust • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of April 20, 2023, by and between ZIONS BANCORPORATION, N.A. (“Zions”) and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined below), the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), ZIONS BANCORPORATION, N.A. (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 (as defined below), the “Initial Note A-2 Holder”, and ZIONS BANCORPORATION, N.A. (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 (as defined below), the “Initial Note A-3 Holder”, and together with the Initial Note A-1 Holder and the Initial A-2 Holder, the “Initial Note Holders”).

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CO-LENDER AGREEMENT Dated as of May 18, 2023 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) Hyatt Regency Indianapolis
Co-Lender Agreement • June 21st, 2023 • BMO 2023-C5 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 18, 2023 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”) and 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” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).

BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and zions BANCORPORATION, N.A. SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of June 1, 2023 BMO 2023-C5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-C5
Pooling and Servicing Agreement • June 21st, 2023 • BMO 2023-C5 Mortgage Trust • Asset-backed securities • New York

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

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-C5
Underwriting Agreement • June 21st, 2023 • BMO 2023-C5 Mortgage Trust • Asset-backed securities

KeyBanc Capital Markets Inc. 1301 Avenue of Americas, 36th Floor New York, New York 10017 Bancroft Capital, LLC 501 Office Center Drive, Suite 130 Fort Washington, Pennsylvania 19034

CO-LENDER AGREEMENT Dated as of February 23, 2023 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note Holder of Note A-1, Note A-2, Note A-3, Note A-4 and Note B-1) and KEYBANK NATIONAL ASSOCIATION (Initial Note Holder of Note A-5, Note...
Co-Lender Agreement • June 21st, 2023 • BMO 2023-C5 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of February 23, 2023, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and together with its successors and assigns in interest, as initial owner of Note A-1, Note A-2, Note A-3, Note A-4 and Note B-1, and in its capacity as the initial agent, the “Initial Agent”), and KEYBANK NATIONAL ASSOCIATION (“KeyBank” and together with its successors and assigns in interest, as initial owner of Note A-5, Note A-6, Note A-7 and Note B-2 and, together with WFB, the “Initial Note Holders”).

BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and keybank national association SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of June 1, 2023 BMO 2023-C5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-C5
Pooling and Servicing Agreement • June 21st, 2023 • BMO 2023-C5 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of June 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”).

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 • June 21st, 2023 • BMO 2023-C5 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 PURCHASER and CITI REAL ESTATE FUNDING INC. SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of June 1, 2023 BMO 2023-C5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-C5
Pooling and Servicing Agreement • June 21st, 2023 • BMO 2023-C5 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of June 1, 2023, is between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), and Citi Real Estate Funding Inc., a New York corporation, as seller (the “Seller”).

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