CO-LENDER AGREEMENT Dated as of July 30, 2021 by and among GOLDMAN SACHS BANK USA (Initial Note A-1-S Holder, Initial Note A-1-C-1 – Note A-1-C-8 Holder and Initial Note B-1 Holder), DBR INVESTMENTS CO. LIMITED (Initial Note A-2-S Holder, Initial Note...Co-Lender Agreement • August 19th, 2021 • Benchmark 2021-B28 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of July 30, 2021 by and among GOLDMAN SACHS BANK USA (“GS Bank” and in its capacity as the initial holder of Note A-1-S, Note A-1-C-1 – Note A-1-C-8 and Note B-1, the “Initial GS Bank Note Holder” and in its capacity as the initial agent, the “Initial Agent”), DBR INVESTMENTS CO. LIMITED (“DBRI” and in its capacity as the initial holder of Note A-2-S, Note A-2-C-1 – Note A-2-C-6 and Note B-2, the “Initial DBRI Note Holder”) and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (“BMO” and in its capacity as the initial holder of Note A-3-S, Note A-3-C-1 – Note A-3-C-3 and Note B-3, the “Initial BMO Note Holder”, and collectively with the Initial GS Bank Note Holder and the Initial DBRI Note Holder, the “Initial Note Holders”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 3rd, 2021 • Benchmark 2021-B28 Mortgage Trust • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED SERVICING AGREEMENT, effective as of October 31, 2021 (including the Exhibit and Annexes attached hereto, this “Agreement”), among Wells Fargo Bank, N.A. (“Wells Bank”) and Wells Fargo Delaware Trust Company, N.A. (“Wells Trust Company,” and together with Wells Bank, the “Sellers” and each, a “Seller”), Computershare Trust Company, N.A. (the “Bank Assets Purchaser”) and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser (together with the Bank Assets Purchaser, the “Purchasers” and each, a “Purchaser”), and Computershare Limited (“Guarantor”) (solely for purposes of Section 9.5).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 19, 2021 by and between DBR Investments Co. Limited (Initial Note A-1 Holder), DBR Investments Co. Limited (Initial Note A-2 Holder) DBR Investments Co. Limited (Initial Note A-3 Holder), DBR...Agreement Between Noteholders • August 19th, 2021 • Benchmark 2021-B28 Mortgage Trust • Asset-backed securities • New York
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and GERMAN AMERICAN CAPITAL CORPORATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 19, 2021 Fixed Rate Mortgage Loans Series 2021-B28Mortgage Loan Purchase Agreement • August 19th, 2021 • Benchmark 2021-B28 Mortgage Trust • Asset-backed securities • New York
premiums with respect thereto equal to the Terrorism Premium Cap and the lender paying such portion of the insurance premiums in excess of the Terrorism Premium Cap (without seeking reimbursement from the Mortgagor). As used herein, “Terrorism Premium Cap” means an amount equal to the greater of (A) the product of the rate of $.10 per $100 times the lesser of (1) the outstanding principal balance of the Mortgage Loan and (2) the sum of one hundred percent (100%) of the full replacement cost and the required amount of rental loss and/or business income interruption insurance and (B) two (2) times the amount of annual insurance premium that is payable at such time for the insurance coverage required pursuant to the Mortgage Loan documents (without giving effect to the cost of terrorism coverage, named storm coverage to the extent the Mortgaged Property is located in Tier 1 or Tier 2 wind zones, or flood and earthquake coverage to the extent the Mortgaged Property is located in high risk
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer and Special Servicer, PARK BRIDGE LENDER SERVICES LLC, Operating Advisor and Asset Representations Reviewer,...Pooling and Servicing Agreement • August 19th, 2021 • Benchmark 2021-B28 Mortgage Trust • Asset-backed securities • New York
Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 19, 2021 by and between DBR Investments Co. Limited (Initial Note A-1 Holder), DBR Investments Co. Limited (Initial Note A-2 Holder) DBR Investments Co. Limited (Initial Note A-3 Holder), DBR...Agreement • August 19th, 2021 • Benchmark 2021-B28 Mortgage Trust • Asset-backed securities • New York
1,036,666,000 (approximate) Benchmark 2021-B28 Mortgage Trust Commercial Mortgage Pass-Through Certificates, 2021-B28 Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Underwriting...Pooling and Servicing Agreement • August 19th, 2021 • Benchmark 2021-B28 Mortgage Trust • Asset-backed securities • New York
the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”), and Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement as in effect on the Closing Date (as defined below).
CO-LENDER AGREEMENT Dated as of July 26, 2021 between CITI REAL ESTATE FUNDING INC. (Note A-1-1 Holder, Note A-1-2 Holder and Note A-1-3 Holder) and DBR INVESTMENTS CO. LIMITED (Note A-2-1 Holder, Note A-2-2 Holder and Note A-2-3 Holder)Co-Lender Agreement • August 19th, 2021 • Benchmark 2021-B28 Mortgage Trust • Asset-backed securities
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 19, 2021 Fixed Rate Mortgage Loans Series 2021-B28Mortgage Loan Purchase Agreement • August 19th, 2021 • Benchmark 2021-B28 Mortgage Trust • Asset-backed securities • New York
mortgage of a deed-in-lieu thereof. Under the lease for the sole tenant at the Dollar Tree - Grimes Mortgaged Property, Dollar Tree Stores, Inc. has a right of first refusal to purchase the Mortgaged Property upon the borrower’s receipt of a bona fide offer to purchase the Mortgaged Property that the borrower intends to accept. Pursuant to a subordination, non-disturbance and attornment agreement, such right of first refusal shall be subject and subordinate to the rights of the lender under the related mortgaged and any acquisition of title to the Mortgaged Property.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 24, 2021 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and Argentic real estate finance llc (Initial Note A-2 Holder) Woodbridge Corporate Plaza Leased FeeBenchmark 2021-B28 Mortgage Trust • August 19th, 2021 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of May 24, 2021 by and between GOLDMAN SACHS BANK USA (together with its successors and assigns in interest, “GSBI”), a New York state-chartered bank (in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), and Argentic real estate finance llc (together with its successors and assigns in interest, “Argentic”), a Delaware limited liability company (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”, and together with the Initial Note A-1 Holder, the “Initial Noteholders”).
