MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • November 20th, 2023 • BBCMS Mortgage Trust 2023-5c23 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of December 7, 2023, among Societe Generale Financial Corporation, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Société Générale, a limited company (société anonyme) licensed in France as a credit institution (établissement de credit) (“Société Générale”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 15, 2023 by and among SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-1 Holder) SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-2 Holder) SOCIETE GENERALE FINANCIAL CORPORATION (Initial...Agreement Between Note Holders • November 20th, 2023 • BBCMS Mortgage Trust 2023-5c23 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of October 15, 2023 by and among Societe Generale Financial Corporation (“SGFC” 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”), SGFC (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”), SGFC (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”), SGFC (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 SGFC (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, Initial Note A-2 Holder, Initial Note A
CO-LENDER AGREEMENT Dated as of October 19, 2023 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-1-2 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and...Co-Lender Agreement • November 20th, 2023 • BBCMS Mortgage Trust 2023-5c23 • Asset-backed securities • New York
BBCMS MORTGAGE TRUST 2023-5C23 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-5C23 UNDERWRITING AGREEMENT As of November 16, 2023Underwriting Agreement • November 20th, 2023 • BBCMS Mortgage Trust 2023-5c23 • Asset-backed securities • New York
Barclays Commercial Mortgage Securities LLC, a Delaware limited liability company (the “Depositor”), intends to issue its BBCMS Mortgage Trust 2023-5C23, Commercial Mortgage Pass-Through Certificates, Series 2023-5C23 (the “Certificates”), in sixteen (16) classes (each, a “Class”) as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Depositor further proposes to sell to Barclays Capital Inc. (“Barclays Capital”), SG Americas Securities, LLC (“SGAS”), UBS Securities LLC (“UBS Securities”), BMO Capital Markets Corp. (“BMO Capital Markets”), Deutsche Bank Securities Inc. (“DBSI”), Drexel Hamilton, LLC (“Drexel”) and Bancroft Capital, LLC (“Bancroft” and, together with Barclays Capital, SGAS, UBS Securities, BMO Capital Markets, DBSI and Drexel, the “Underwriters”, and each, individually, an “Underwriter”) the Certificates set forth in Schedule I hereto (the “Registered Certificates”) in the respective original principal amounts
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 • November 20th, 2023 • BBCMS Mortgage Trust 2023-5c23 • 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) DBR...Co-Lender Agreement • November 20th, 2023 • BBCMS Mortgage Trust 2023-5c23 • 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.
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 • November 20th, 2023 • BBCMS Mortgage Trust 2023-5c23 • 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”);
