AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 11, 2023 by and between UBS AG (Note A-1 Holder) and UBS AG (Note A-2 Holder) and UBS AG (Note A-3 Holder) and UBS AG (Note A-4 Holder) and UBS AG (Note A-5 Holder) River CentreAgreement Between Note Holders • October 24th, 2023 • BMO 2023-5c2 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of October 11, 2023 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG” and, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Note A-2 Holder”), UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Note A-3 Holder”), UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the “Note A-4 Holder”) and UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the “Note A-5 Holder”, together with the Note A-1 Holder, Note A-2 Holder, Note
CO-LENDER AGREEMENT Dated as of October 9, 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) Scottsdale Gilbert Retail PortfolioCo-Lender Agreement • October 24th, 2023 • BMO 2023-5c2 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 9, 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 BANK OF MONTREAL SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of November 1, 2023 BMO 2023-5C2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-5C2Pooling and Servicing Agreement • October 24th, 2023 • BMO 2023-5c2 Mortgage Trust • Asset-backed securities • New York
relating to façade work performed by the subcontractor. Neither the Mortgagor nor its predecessor-in-interest is named in the litigation, and the contract with primary contractor was not assumed by the Mortgagor in connection with its acquisition of the Mortgaged Property. The Mortgagor’s predecessor-in-interest has held back the retainage owed to the primary contractor (approximately $996,842) in escrow by a title company pursuant to an escrow agreement between the Mortgagor and its predecessor-in-interest, and such escrowed amount is required to be released to the primary contractor upon resolution of said dispute.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 15, 2023 by and among STARWOOD MORTGAGE CAPITAL LLC (Initial SMC Note A Holder) and BANK OF MONTREAL (Initial BMO Note A Holder) ARCOLA CORPORATE CENTERAgreement Between Noteholders • October 24th, 2023 • BMO 2023-5c2 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of August 15, 2023, by and between STARWOOD MORTGAGE CAPITAL LLC (together with its successors in interest and assigns, “SMC”), a Delaware limited liability company (in its capacity as initial owner of the SMC A Notes, the “Initial SMC Note A Holder” and, in its capacity as the initial agent, the “Initial Agent”), and BANK OF MONTREAL (together with its successors in interest and assigns, “BMO”), a Canadian chartered bank (in its capacity as initial owner of the BMO A Notes, the “Initial BMO Note A Holder”).
CO-LENDER AGREEMENT Dated as of September 13, 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) and DBR...Co-Lender Agreement • October 24th, 2023 • BMO 2023-5c2 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of September 13, 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, DBRI as Note A-2 Holder, DBRI as Note A-3 Holder, DBRI as Note A-4 Holder and DBRI as Note A-5 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 • October 24th, 2023 • BMO 2023-5c2 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”);
BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and STARWOOD MORTGAGE CAPITAL LLC SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of November 1, 2023 BMO 2023-5C2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-5C2Pooling and Servicing Agreement • October 24th, 2023 • BMO 2023-5c2 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of November 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”).
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-5C2BMO 2023-5c2 Mortgage Trust • October 24th, 2023 • Asset-backed securities
Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Bancroft Capital, LLC 501 Office Center Drive, Suite 130 Fort Washington, Pennsylvania 19034
