Benchmark 2020-B19 Mortgage Trust Sample Contracts

CO-LENDER AGREEMENT Dated as of September 17, 2020 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 • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of September 17, 2020 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-1-1, the “Initial Note A-1-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1-2, the “Initial Note A-1-2 Holder”), 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”), CREFI (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 CREFI (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, together with the Initial Note A-1-1 Holder, the Initial Note A-1-2 Holder, th

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CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2020 Benchmark 2020-B19 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...
Pooling and Servicing Agreement • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 1, 2020, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Citi Real Estate Funding Inc., a New York corporation, as seller (the “Seller”).

CO-LENDER AGREEMENT Dated as of February 26, 2020 by and among GOLDMAN SACHS BANK USA (Initial Note A-1-S-1 Holder, Initial Note A-1-C-1 – Note A-1-C-10 Holder and Initial Note B-1 Holder), JPMorgan Chase Bank, National Association (Initial Note...
Lender Agreement • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of February 26, 2020 by and among GOLDMAN SACHS BANK USA (“GS Bank” and in its capacity as the initial holder of Note A-1-S-1, Note A-1-C-1 – A-1-C-10 and Note B-1, the “Initial GS Bank Note Holder” and in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMCB” in its capacity as initial owner of Note A-2-S-1, Note A-2-C-1 – A-2-C-4 and Note B-2, the “Initial JPMCB Note Holder”) and DBR INVESTMENTS CO. LIMITED (“DBRI” and in its capacity as the initial holder of Note A-3-S-1, Note A-3-C-1 – A-3-C-4 and Note B-3, the “Initial DBRI Note Holder”, and collectively with the Initial GS Bank Note Holder and the Initial JPMCB Note Holder, the “Initial Note Holders”).

CO-LENDER AGREEMENT Dated as of August 27, 2020 by and between DBR INVESTMENTS CO. LIMITED (an Initial Note A Holder), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (an Initial Note A Holder), DBR INVESTMENTS CO. LIMITED (Initial Note B-1 Holder) and...
Co-Lender Agreement • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities • New York

This CO-LENDER AGREEMENT (together with the exhibits and schedules hereto and all amendments hereof and supplements hereto, this “Agreement”) is dated as of August 27, 2020, between DBR INVESTMENTS CO. LIMITED (“DBRI”), as an Initial Note A Holder, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMCB”), as an Initial Note A Holder, DBRI, as Initial Note B-1 Holder, and JPMCB, as Initial Note B-2 Holder.

AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 31, 2020 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note...
Agreement Between Noteholders • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities

THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of July 31, 2020 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, having an address of 383 Madison Avenue, New York, New York 10179 (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”, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”, in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”, in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”, in its capacity as initial owner of the Note A-6, the “Initial Note A-6 Holder”, and in its capacity as initial owner of the Note A-7, the “Initial Note A-7 Holder”, and together with the Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Hol

AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 23, 2020 by and among CITI REAL ESTATE FUNDING INC. (As Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A and Note B-5-B) and BARCLAYS CAPITAL REAL ESTATE INC. (As...
Agreement Between Noteholders • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities

THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS, dated as of JULY 23, 2020 by and between (i) WILMINGTON TRUST, NATIONAL ASSOCIATION (together with its successors in interest, “WTNA”), a national banking association (in its capacity as trustee, on behalf of the registered holders of the BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, as Initial Noteholder (as defined herein) of Note A-1, Note A-2, Note A-3, Note A-4, Note B-1-A, Note B-2-A, Note B-3-A, Note B-4-A, Note B-1-B, Note B-2-B, Note B-3-B, Note B-4-B, Note C-1, Note C-2, Note C-3 and Note C-4), (ii) CITI REAL ESTATE FUNDING INC. (together with its successors in interest, “CREFI”), a New York corporation (in its capacity as Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A and Note B-5-B), (iii) BARCLAYS CAPITAL REAL ESTATE INC. (together with its successors in interest “BCREI”), a Delaware corporation (in its capacity as Initial Noteholder of Note

AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 12, 2019 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial A-6 Holder, Initial...
Agreement Between Noteholders • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of November 12, 2019 by and between Goldman Sachs Bank USA, a New York state-chartered bank, having an address at 200 West Street, New York, New York 10282 (“Goldman” and in its capacity as initial owner of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8 and Note A-9, the “Initial Note Holders”) and Goldman Sachs Bank USA, a New York state-chartered bank, having an address at 200 West Street, New York, New York 10282 (in its capacity as the initial agent, the “Initial Agent”).

AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 15, 2020 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-A-1 Holder, Initial Note A-1-A-2 Holder, Initial Note A-1-A-3 Holder, Initial Note A-1-A-4 Holder, Initial Note A-1-A-5 Holder,...
Agreement Between Noteholders • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities • New York

Reference is hereby made to the Agreement Between Noteholders, dated as of May 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Deutsche Bank AG, New York Branch, and [_], and each lender from time to time party thereto.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. BENCHMARK 2020-B19 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2020-B19 Underwriting Agreement Dated as of September 21, 2020
Underwriting Agreement • September 30th, 2020 • Benchmark 2020-B19 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

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2020 Benchmark 2020-B19 Mortgage Trust Commercial Mortgage Pass- Through...
Pooling and Servicing Agreement • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 1, 2020, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States of America, as seller (the “Seller”).

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and German American Capital Corporation, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2020 Benchmark 2020-B19 Mortgage Trust Commercial Mortgage Pass- Through Certificates,...
Pooling and Servicing Agreement • September 30th, 2020 • Benchmark 2020-B19 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 1, 2020, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and German American Capital Corporation, a Maryland corporation, as seller (the “Seller”).

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