AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 28, 2018 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-1-3...Agreement Between Note Holders • April 10th, 2018 • Benchmark 2018-B3 Commercial Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of February 28, 2018 by and between CITI REAL ESTATE FUNDING INC. (“Citi” 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-1-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), CITI (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”), CITI (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”), CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (“CCRE” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-4 described below, the “Initial Note A-1-4 Holder”), BARCLAYS BANK PLC (“Barclays” and, together with its successors and assigns in interest, in its capacity as initial ow
CO-LENDER AGREEMENT Dated as of January 31, 2018 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION...Co-Lender Agreement • April 12th, 2018 • Benchmark 2018-B3 Commercial Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of January 31, 2018 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” 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 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (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 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (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 collectively with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of January 25, 2018 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-3 Holder) CANTOR...Co-Lender Agreement • April 10th, 2018 • Benchmark 2018-B3 Commercial Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of January 25, 2018, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership (“CCRE”), having an address at 110 East 59th Street, New York, New York 10022, as the holder of Note A-1 (in such capacity, the “Note A-1 Holder”), CCRE, as the holder of Note A-2 (in such capacity, the “Note A-2 Holder”), CCRE, as the holder of Note A-3 (in such capacity, the “Note A-3 Holder”), CCRE, as the holder of Note A-4 (in such capacity, the “Note A-4 Holder”), Starwood Mortgage Capital LLC, a Delaware limited liability company (“Starwood”), having an address at 4064 Colony Road, Charlotte, North Carolina 28211, as the holder of Note A-5 (in such capacity, the “Note A-5 Holder”), Starwood, as the holder of Note A-6 (in such capacity, the “Note A-6 Holder”), CCRE, as the holder of Note A-7 (in such capacity, the “Note A-7 Holder”), CCRE, as the holder of Note A-8 (in such capacity, the “Note A-8 Holder”), CCRE, as the h
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASERPooling and Servicing Agreement • April 10th, 2018 • Benchmark 2018-B3 Commercial Mortgage Trust • Asset-backed securities • New York
designee) will have the right to purchase or lease the Mortgaged Property at the purchase or lease price under terms consistent with such offer as agreed to by the parties; or (3) the franchisor may place Borrower in default and give notice of its intent to terminate the franchise agreement; or (4) franchisor may consent to such transfer, which consent will be on such terms as franchisor may require, in its sole discretion. The Marriott Mortgaged Property was subdivided (into a vertical subdivision) to convey a subterranean portion (located at the subway level) of the building to the Mayo Foundation (such portion (the “Foundation Parcel”). The Foundation Parcel is not a separate tax parcel. The beneficial easements granted in favor of the owner of the Marriott Mortgaged Property (the “Marriott Owner”) over the Foundation Parcel are insured as appurtenant beneficial easements in the lender’s title insurance policy. The Mayo Foundation is responsible for 5% of the real estate taxes. The
CO-LENDER AGREEMENT Dated as of February 27, 2018 between DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Note A-1 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Note A-2 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW...Lender Agreement • April 10th, 2018 • Benchmark 2018-B3 Commercial Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of February 27, 2018, is between DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1, and DBNY, as the holder of Note A-2, Note A-3, Note A-4 and Note A-5.
CO-LENDER AGREEMENT Dated as of December 29, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1-S Holder, Initial Note A-1-C1 Holder and Initial Note A-1-C2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2-C1 Holder,...Lender Agreement • April 10th, 2018 • Benchmark 2018-B3 Commercial Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of December 29, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-S, the “Initial Note A-1-S Holder”, and in its capacity as the initial agent, the “Initial Agent”), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C1, the “Initial Note A-1-C1 Holder”), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C2, the “Initial Note A-1-C2 Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-C1, the “Initial Note A-2-C1 Holder”), DBNY (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-C2, the “Initial Note A-2-C2 Holder”), DBNY (together with its successors and assigns in inte
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. BENCHMARK 2018-B3 COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-B3 Underwriting Agreement Dated as of March 23, 2018Underwriting Agreement • April 10th, 2018 • Benchmark 2018-B3 Commercial Mortgage Trust • Asset-backed securities
Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
AGREEMENT AMONG NOTEHOLDERS Dated as of March 14, 2018 by and among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) JPMorgan Chase Bank, National Association (Initial Note A-3...Agreement • April 10th, 2018 • Benchmark 2018-B3 Commercial Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of March 14, 2018 by and among Goldman Sachs Mortgage Company, a New York limited partnership, having an address of 200 West Street, New York, New York 10282 (“GSMC” 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”), Wells Fargo Bank, National Association (“WFB” and 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”), JPMorgan Chase Bank, National Association (“JPM” and 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 Senior Noteholders”), and Teachers Insurance and Annuity Association of America, a New York corporation ha
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 1, 2018 Benchmark 2018-B3 Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates,...Pooling and Servicing Agreement • April 10th, 2018 • Benchmark 2018-B3 Commercial Mortgage Trust • Asset-backed securities • New York
Qualified Environmental Policy, (iv) any insurer accepting its obligations to cover a claim made by the lender pursuant to such Qualified Environmental Policy, but failing to pay such insurance proceeds to the indemnitor in the ordinary course of business, and (v) any such insurance proceeds received by the lender under such Qualified Environmental Policy failing to cover any and all losses of the lender (in which event the indemnitor is liable solely to the extent of any deficiency), in each case, solely to the extent any remaining Qualified Environmental Policy as to which items (i) through (v) apply would not cover any such losses. A “Qualified Environmental Policy” means (I) (i) an environmental insurance policy by Steadfast Insurance Company (Zurich), (or such renewal policy) with coverage amount of no less than $5,000,000 per incident and in the aggregate, and a deductible no higher than $25,000, in substantially the same form and coverages as the policy delivered to the lend
