AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 23, 2022 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1 Holder) GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Agent) Essex...Agreement Between Note Holders • February 28th, 2023 • FIVE 2023-V1 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 23, 2022 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder”), GOLDMAN SACHS BANK USA (“GS Bank”, together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).
CO-LENDER AGREEMENT Dated as of October 4, 2022 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) Hyatt...Co-Lender Agreement • February 28th, 2023 • FIVE 2023-V1 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 4, 2022 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”) and 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” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • February 28th, 2023 • FIVE 2023-V1 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective February 28, 2023 between Bank of Montreal, as seller (the “Mortgage Loan Seller”), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (in such capacity, the “Purchaser”).
CO-LENDER AGREEMENT Dated as of February 28, 2023 between GERMAN AMERICAN CAPITAL CORPORATION (Note A-1 Holder) and AREF 2 WH WF LLC (Note A-2 Holder) and GERMAN AMERICAN CAPITAL CORPORATION (Note A-3 Holder)Co-Lender Agreement • February 28th, 2023 • FIVE 2023-V1 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of February 28, 2023, is between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (“GACC”), having an address at 1 Columbus Circle, New York, New York 10019, as Note A-1 Holder and as Note A-3 Holder and AREF 2 WH WF LLC, a Delaware limited liability company (“AREF 2”), having an address at c/o Argentic Real Estate Finance 2 LLC, 31 West 27th Street, 12th Floor, New York, New York 10001, as Note A-2 Holder.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 3, 2022 by and among BANK OF MONTREAL (Initial BMO Note A Holder) CITI REAL ESTATE FUNDING INC. (Initial CREFI Note A Holder) STARWOOD MORTGAGE CAPITAL LLC (Initial SMC Note A Holder) BANK OF MONTREAL...Agreement Between Noteholders • February 28th, 2023 • FIVE 2023-V1 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of August 3, 2022, by and between 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” and, in its capacity as the initial agent, the “Initial Agent”), CITI REAL ESTATE FUNDING INC. (together with its successors in interest and assigns, “CREFI”), a New York corporation (in its capacity as initial owner of the CREFI A Notes, the “Initial CREFI Note A Holder”), 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”), BMO (in its capacity as initial owner of Note B-A, the “Initial Note B-A Holder”), and Park West Village Grand Avenue Partners, LLC (“PWV Grand Avenue”) (in its capacity as initial owner of Note B-B, the “Initial Note B-B Holder”).
CO-LENDER AGREEMENT Dated as of February 28, 2023 between DBR INVESTMENTS CO. LIMITED (Note A-1 Holder) and DBR INVESTMENTS CO. LIMITED (Note A-2 Holder)Co-Lender Agreement • February 28th, 2023 • FIVE 2023-V1 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of February 28, 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 and DBRI as Note A-2 Holder.
AGREEMENT AMONG NOTE HOLDERS Dated as of January 19, 2023 by and between BARCLAYS BANK PLC (Note A-1 Holder and Note A-2 Holder), BANK OF AMERICA, N.A. (Note A-3 Holder, Note A-4 Holder and Note A-5 Holder), WELLS FARGO BANK, NATIONAL ASSOCIATION...Agreement Among Note Holders • February 28th, 2023 • FIVE 2023-V1 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT AMONG NOTE HOLDERS (this “Agreement”), dated as of January 19, 2023, is by and among BARCLAYS BANK PLC (“Barclays” and, in its capacity as the initial agent, the “Initial Agent”); BANK OF AMERICA, N.A. (“BOA”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells”), and CITI REAL ESTATE FUNDING INC. (“Citi”).
FIVE 2023-V1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-V1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2023 • FIVE 2023-V1 Mortgage Trust • Asset-backed securities • New York
Deutsche Bank Securities Inc. 1 Columbus Circle New York, New York 10019 Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013
