AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 6, 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) OPI PortfolioAgreement Between Note Holders • January 29th, 2024 • BMO 2024-5c3 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of November 6, 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”) and 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, together with the Note A-1 Holder, Note A-2 Holder and Note A-3 Holder, the “Note Holders”).”
CO-LENDER AGREEMENT Dated as of January 26, 2024 by and between GREYSTONE CMC I LLC (Initial Note A-1 Holder) and GREYSTONE CMC I LLC (Initial Note A-2 Holder) and GREYSTONE CMC I LLC (Initial Note A-3 Holder) and GREYSTONE CMC I LLC (Initial Note...Co-Lender Agreement • January 29th, 2024 • BMO 2024-5c3 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated and effective as of January 26, 2024, by and between GREYSTONE CMC I LLC (“GCMCI” 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”), GCMCI (together with its successors and assigns in interest, in its capacity as owner of Note A-2, the “Initial Note A-2 Holder”), GCMCI (together with its successors and assigns in interest, in its capacity as owner of Note A-3, the “Initial Note A-3 Holder”), GCMCI (together with its successors and assigns in interest, in its capacity as owner of Note A-4-1, the “Initial Note A-4-1 Holder”), GCMCI (together with its successors and assigns in interest, in its capacity as owner of Note A-4-2, the “Initial Note A-4-2 Holder”) and GCMCI (together with its successors and assigns in interest, in its capacity as owner of Note A-5, the “Initial Note A-5 Holder” and,
BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and SOCIETE GENERALE FINANCIAL CORPORATION SELLER and Société Générale MORTGAGE LOAN PURCHASE AGREEMENT Dated as of February 1, 2024 BMO 2024-5C3 Mortgage Trust Commercial Mortgage Pass- Through...Mortgage Loan Purchase Agreement • February 13th, 2024 • BMO 2024-5c3 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of February 1, 2024, is between BMO Commercial Mortgage Securities LLC, a Delaware limited liability company, as purchaser (the “Purchaser”), Societe Generale Financial Corporation, a Delaware corporation, as seller (the “Seller”) and Société Générale, a limited company (société anonyme) licensed in France as a credit institution (établissement de crédit) (“Société Générale”).
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2024-5C3Underwriting Agreement • January 29th, 2024 • BMO 2024-5c3 Mortgage Trust • 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
CO-LENDER AGREEMENT Dated as of December 12, 2023 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (an Initial Note A Holder), BANK OF MONTREAL (an Initial Note A Holder), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (an Initial Note A Holder), and...Co-Lender Agreement • January 29th, 2024 • BMO 2024-5c3 Mortgage Trust • Asset-backed securities
This CO-LENDER AGREEMENT (together with the exhibits and schedules hereto and all amendments hereof and supplements hereto, this “Agreement”) is dated as of December 12, 2023, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as an Initial Note A Holder, BANK OF MONTREAL (“BMO”), as an Initial Note A Holder, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMCB”), as an Initial Note A Holder, and GOLDMAN SACHS BANK USA (“GS Bank”), as an Initial Note A Holder.
CO-LENDER AGREEMENT Dated as of January 18, 2024 between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-3 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH...Co-Lender Agreement • January 29th, 2024 • BMO 2024-5c3 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of January 18, 2024, is between DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services (“DBNY”), having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019, as Note A-1 Holder, DBNY as Note A-2 Holder, DBNY as Note A-3 Holder, DBNY as Note A-4 Holder, BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation (“BCREI”), having an address at 745 Seventh Avenue, New York, New York 10019, as Note A-5 Holder, BCREI as Note A-6 Holder, BCREI as Note A-7 Holder, BCREI as Note A-8 Holder, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“WFB”), having an address at 30 Hudson Yards, 62nd Floor, New York, New York 10001, as Note A-9 Holder, WFB as Note A-10 Holder, WFB as Note A-11 Holder and WFB as Note A-12 Holder.
BMO COMMERCIAL MORTGAGE SECURITIES LLC PURCHASER and CITI REAL ESTATE FUNDING INC. SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of February 1, 2024Mortgage Loan Purchase Agreement • January 29th, 2024 • BMO 2024-5c3 Mortgage Trust • Asset-backed securities • New York
Mortgaged Property, provided that, among other conditions, (i) no event of default is continuing under the related Mortgage Loan documents; (ii) after giving effect to such loan, based on the trailing twelve month period immediately preceding the date of determination and assuming each of the proposed loans were in each case outstanding for such period, (A) the debt service coverage ratio will not be less than 1.65x, and (B) the debt yield will not be less than 11.07%; (iii) the loan-to-value ratio will not be greater than 56.0%; (iv) if requested by lender, the Mortgagor delivers a rating agency confirmation; and (v) if requested by lender, the Mortgagor delivers a REMIC opinion. The lien resulting from any unpaid and delinquent property assessed clean energy loan payments would have property tax lien status.
