AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 10, 2022 by and between BANK OF AMERICA, N.A. (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and BANK OF AMERICA, N.A. (Initial Note A-3 Holder)...Agreement Between Note Holders • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of February 10, 2022 by and between BANK OF AMERICA, N.A. (“BANA” 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 Holder” and, in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMorgan” and, 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”) and BANA (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”; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of February 28, 2022 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) 200 West JacksonCo-Lender Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of February 28, 2022 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”).
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of March 15, 2022 Benchmark 2022-B33 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series...Pooling and Servicing Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
violations of the nonrecourse carve-out provisions in the related Mortgage Loan documents. The loss recourse carveout with respect to insurance proceeds or condemnation awards or of rents following an event of default includes only misapplication or misappropriation and not conversion thereof. The loss recourse carveout with respect to material physical waste at the Mortgaged Property is limited to such acts that are intentionally committed by the Borrower. The Mortgage Loan documents provide that there will be no loss recourse or full recourse liability with respect to transfers of either the Mortgaged Property or equity interests in borrower made in violation of the Mortgage Loan documents under any of the following circumstances: (i) insufficient revenue from the Mortgaged Property; (ii) the Borrower’s lack of access to revenue from the Mortgaged Property as a result of the lender’s exercise of its remedies with respect to Mortgaged Property cash flow, or otherwise; (iii) insolvency
AGREEMENT BETWEEN NOTEHOLDERS Dated as of February 16, 2022 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) JW Marriott Desert SpringsAgreement Between Noteholders • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of February 16, 2022 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 GSBI, a New York state-chartered bank (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”).
CO-LENDER AGREEMENT Dated as of February 16, 2022 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2-2 Holder) Glen...Lender Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of February 16, 2022 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”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-1, the “Initial Note A-2-1 Holder”), and CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-2, the “Initial Note A-2-2 Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2-1 Holder, the “Initial Note Holders”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of February 16, 2022 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-3 Holder) Woodmore Towne CentreAgreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of February 16, 2022 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”), GSBI, a New York state-chartered bank (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), and GSBI, a New York state-chartered bank (in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”, and together with the Initial Note A-1 Holder and Initial Note A-2 Holder, the “Initial Noteholders”).
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Administrator and Trustee...Trust and Servicing Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of December 29, 2021, among Wells Fargo Commercial Mortgage Securities, Inc. (together with its successors-in-interest, the “Depositor”), Wells Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and Trustee.
GS MORTGAGE SECURITIES CORPORATION II BENCHMARK 2022-B33 MORTGAGE TRUSTUnderwriting Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities
Deutsche Bank Securities Inc. 1 Columbus Circle New York, New York 10019 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179
CO-LENDER AGREEMENT Dated as of December 29, 2021 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note Holder of Note A-1-S1, Note A-1-C1, Note A-1-C2, Note A-1-C3, Note A-1-C4 and Note B-1) and DBR INVESTMENTS CO. LIMITED (Initial Note...Co-Lender Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of February 16, 2022 between MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER ON BEHALF OF WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF...-Lender Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of February 16, 2022, is between MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER ON BEHALF OF WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BENCHMARK 2021-B31 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021-B31, AND THE UNCERTIFICATED VRR INTEREST OWNERS, and DBR INVESTMENTS CO. LIMITED, an Exempted Company incorporated in the Cayman Islands (“DBRI”), having an address at 1 Columbus Circle, New York, New York 10019, as Note A-1 Holder, DBRI as Note A-2 Holder, DBRI as Note A-3-1 Holder, DBRI as Note A-3-2 Holder, DBRI as Note A-4-1 Holder and DBRI as Note A-4-2 Holder.
CO-LENDER AGREEMENT Dated as of January 27, 2022 by and among BARCLAYS BANK PLC (Note A-1-1, Note-A-1-2, Note A-1-3 and Note A-1-4 Holder) BARCLAYS CAPITAL REAL ESTATE INC. (Initial Note A-1-S Holder and Initial Note B-1-1 Holder) and GOLDMAN SACHS...Co-Lender Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
Reference is hereby made to the Co-Lender Agreement, dated as of January 27, 2022 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among Barclays Bank PLC, Barclays Capital Real Estate Inc. and Goldman Sachs Bank USA and each lender from time to time party thereto.
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of March 15, 2022 Benchmark 2022-B33 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2022-B33Pooling and Servicing Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
4, 14 Ritz-Carlton Rancho Mirage and JW Marriott Desert Springs (39) Organization of Mortgagor The Mortgagors under each of the related Mortgage Loans are affiliated with each other.
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of March 15, 2022 Benchmark 2022-B33 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2022-B33Pooling and Servicing Agreement • March 15th, 2022 • Benchmark 2022-B33 Mortgage Trust • Asset-backed securities • New York
income insurance required pursuant to the Mortgage Loan documents through self-insurance, so long as certain conditions are met, including, without limitation, (i) no default beyond any applicable notice and cure period has occurred and is continuing under the Walgreens Co. lease, and (ii) Sherwin Williams Distribution Center maintains a rating from S&P of at least “BBB”.
