0001539497-23-001006 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 19, 2023 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder and Initial Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION...
Agreement Between Note Holders • May 25th, 2023 • Benchmark 2023-V2 Mortgage Trust • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of April 19, 2023 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-1-1 described below, the “Initial Note A-1-1 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-2 described below, the “Initial Note A-1-2 Holder”), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-3 described below, the “Initial Note A-1-3 Holder”), MSBNA (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”), JPMORGAN CHASE BANK NATIONAL ASSOCIATION (“JPMCB” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”), JPMCB (together with its successors

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CO-LENDER AGREEMENT Dated as of May 5, 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) Austin Multifamily Portfolio
Co-Lender Agreement • May 25th, 2023 • Benchmark 2023-V2 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May [__], 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”).

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. PURCHASER, and BANK OF MONTREAL, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of May 25, 2023 Benchmark 2023-V2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-V2
Mortgage Loan Purchase Agreement • May 25th, 2023 • Benchmark 2023-V2 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of May 25, 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”).

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. BENCHMARK 2023-V2 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-V2 Underwriting Agreement Dated as of May 9, 2023
Underwriting Agreement • May 25th, 2023 • Benchmark 2023-V2 Mortgage Trust • Asset-backed securities

Citigroup Commercial Mortgage Securities Inc., a Delaware corporation (the “Company”), proposes to cause the issuance of its Benchmark 2023-V2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-V2 (collectively, the “Certificates”), in multiple classes (each, a “Class”), under a Pooling and Servicing Agreement, dated as of May 1, 2023 (the “Pooling and Servicing Agreement”), between the Company, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), 3650 REIT Loan Servicing LLC, as special servicer (the “Special Servicer”), BellOak, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and trustee (in such capacity, the “Trustee”), and proposes to sell th

AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 25, 2023 by and between and and and and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2-A Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2-B Holder) and JPMORGAN CHASE...
Agreement Between Note Holders • May 25th, 2023 • Benchmark 2023-V2 Mortgage Trust • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of May 25, 2023 by and between 3650 REIT WAREHOUSE FACILITY ENTITY 2A LLC (in its capacity as initial owner of the Note A-1-A-1, the “Initial Note A-1-A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), 3650 REIT WAREHOUSE FACILITY ENTITY 2A LLC (in its capacity as initial owner of the Note A-1-A-2, the “Initial Note A-1-A-2 Holder”), 3650 REIT WAREHOUSE FACILITY ENTITY 2A LLC (in its capacity as initial owner of the Note A-1-B-1, the “Initial Note A-1-B-1 Holder”), 3650 REIT WAREHOUSE FACILITY ENTITY 2A LLC (in its capacity as initial owner of the Note A-1-B-2, the “Initial Note A-1-B-2 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (in its capacity as initial owner of the Note A-2-A, the “Initial Note A-2-A Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (in its capacity as initial owner of the Note A-2-B, the “Initial Note A-2-B Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (in its ca

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. PURCHASER, and GERMAN AMERICAN CAPITAL CORPORATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of May 25, 2023 Benchmark 2023-V2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...
Mortgage Loan Purchase Agreement • May 25th, 2023 • Benchmark 2023-V2 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of May 25, 2023, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and German American Capital Corporation, a Maryland corporation (“GACC”), as seller (the “Seller”).

CO-LENDER AGREEMENT Dated as of April 14, 2023 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 (Note...
Co-Lender Agreement • May 25th, 2023 • Benchmark 2023-V2 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of April 14, 2023, is by and among DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019 (together with its successors and assigns, “DB”), as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder and Note A-5 Holder, MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “MS”), having an address at 1585 Broadway, New York, New York 10036, as Note A-6-1 Holder, Note A-6-2 Holder and Note A-7 Holder, and BANK OF MONTREAL, a Canadian Chartered bank (together with its successors and assigns, “BMO”), having an address at c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036, as Note A-8 Holder, Note A-9 Holder, Note A-10 Holder and Note A-11 Holder.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. PURCHASER, and bARCLAYS CAPITAL REAL ESTATE INC., SELLER, and BARCLAYS CAPITAL HOLDINGS INC. MORTGAGE LOAN PURCHASE AGREEMENT Dated as of May 25, 2023 Benchmark 2023-V2 Mortgage Trust Commercial Mortgage...
Mortgage Loan Purchase Agreement • May 25th, 2023 • Benchmark 2023-V2 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of May 25, 2023, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), Barclays Capital Real Estate Inc., a Delaware corporation (“Barclays”), as seller (the “Seller”) and Barclays Capital Holdings Inc. (the “Barclays Guarantor”).

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