Benchmark 2023-V4 Mortgage Trust Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 1, 2023 by and between BANK OF AMERICA, N.A. (Initial Note A-1, Initial Note A-2, Initial Note A-3 and Initial Note A-4 Holder) and BARCLAYS CAPITAL REAL ESTATE INC. (Initial Note A-5, Initial Note A-6,...
Agreement Between Note Holders • November 14th, 2023 • Benchmark 2023-V4 Mortgage Trust • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 1, 2023 by and between BANK OF AMERICA, N.A. (“BANA”, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder”, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”, in its capacity as initial owner of Note A-4 described below, the “Initial Note A-4 Holder” and, in its capacity as the initial agent, the “Initial Agent”);

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CO-LENDER AGREEMENT Dated as of June 1, 2023 by and between BANK OF MONTREAL (Initial Note A-1 Holder) and BANK OF MONTREAL (Initial Note A-2 Holder) Gilardian NYC Portfolio II Mortgage Loan
Co-Lender Agreement • November 14th, 2023 • Benchmark 2023-V4 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated and effective as of June 1, 2023, by and between BANK OF MONTREAL (“BMO” and together with its successors and assigns in interest, in its capacity as owner of each of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), and BMO (together with its successors and assigns in interest, in its capacity as owner of Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. PURCHASER, and BANK OF MONTREAL, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of November 21, 2023 Benchmark 2023-V4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-V4
Pooling and Servicing Agreement • November 14th, 2023 • Benchmark 2023-V4 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of November 21, 2023, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Bank of Montreal, a Canadian chartered bank (“BMO”), as seller (the “Seller”).

AGREEMENT BETWEEN NOTEHOLDERS Dated as of June 29, 2023 by and among CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder and Initial Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note B Holder) CGCMT 2023-PRM3
Agreement Between Noteholders • November 14th, 2023 • Benchmark 2023-V4 Mortgage Trust • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of June 29, 2023, by and between 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 Note A-1, the “Initial Note A-1 Holder”, in its capacity as initial owner of Note A-2, “Initial Note A-2 Holder”, and in its capacity as the initial agent, the “Initial Agent”), and CREFI (in its capacity as initial owner of Note B, the “Initial Note B Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Noteholders”).

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. BENCHMARK 2023-V4 MORTGAGE TRUST
Underwriting Agreement • November 14th, 2023 • Benchmark 2023-V4 Mortgage Trust • Asset-backed securities

Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue, 8th Floor New York, New York 10179

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) DBR...
Co-Lender Agreement • November 14th, 2023 • Benchmark 2023-V4 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, DBRI as Note A-5-1 Holder, and DBRI as Note A-5-2 Holder.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. PURCHASER, and CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of November 21, 2023 Benchmark 2023-V4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...
Pooling and Servicing Agreement • November 14th, 2023 • Benchmark 2023-V4 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of November 21, 2023, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Citi Real Estate Funding Inc., a New York corporation (“CREFI”), as seller (the “Seller”).

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