CO-LENDER AGREEMENT Dated as of December 27, 2018 by and between GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-2 Holder) 5444 & 5430 WestheimerCo-Lender Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of December 27, 2018 by and between GOLDMAN SACHS MORTGAGE COMPANY (“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”) and GSMC 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”).
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 27, 2018 Fixed Rate Mortgage Loans Series 2018-B8Mortgage Loan Purchase Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
Reference is hereby made to that certain Pooling and Servicing Agreement, dated as of December 1, 2018, and that certain Mortgage Loan Purchase Agreement, dated as of December 27, 2018. In accordance with Section 5(j) of the Mortgage Loan Purchase Agreement, the Seller hereby certifies to the Depositor (with a copy via e-mail to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Directing Certificateholder), as follows:
CO-LENDER AGREEMENT Dated as of October 30, 2018 between DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Note A-1-1 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Note A-1-2 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW...Lender Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of October 30, 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-1-1, DBNY as the holder of Note A-1-2, DBNY as the holder of Note A-1-3, DBNY as the holder of Note A-1-4, DBNY as the holder of Note A-2, DBNY as the holder of Note A-3, DBNY as the holder of Note A-4, GOLDMAN SACHS MORTGAGE COMPANY (“Goldman”), a New York limited partnership, having an address at 200 West Street, New York, New York 10282, as the holder of Note A-5, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells”), having an address at c/o Wells Fargo Commercial Mortgage Servicing, 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 28202, as the holder of Note A-6 and Wells as the holder of Note A-7.
CO-LENDER AGREEMENT Dated as of December 27, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) 1421 West Shure DriveLender Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of December 27, 2018 by and between 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, together with the Initial Note A-1 Holder, the “Initial Note Holders”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, KeyBank National Association, Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Special Servicer, PARK BRIDGE LENDER SERVICES LLC, Operating Advisor and...Pooling and Servicing Agreement • December 27th, 2018 • Benchmark 2018-B8 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
929,692,000 (approximate) BENCHMARK 2018-B8 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2018-B8 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...Pooling and Servicing Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
Bank, National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and 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 June 7, 2018 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DEUTSCHE BANK, AG, NEW YORK BRANCH WELLS FARGO BANK, NATIONAL ASSOCIATION and MORGAN STANLEY BANK, N.A. Aventura MallCo-Lender Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 7, 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 Note A-1-A, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note A-2-A-5 and Note B-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”); 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-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note A-2-B-4, Note A-2-B-5 and Note B-2, the “Initial Note 2 Holder”); WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-D, Note A-2-D-1, Note A-2-D-2, Note A-2-D-3, Note A-2-D-4, Note A-2-D-5 and Note B-4, the “Initial Note 3 Holder”) and MORGAN STANLEY BANK, N.A. (“MSBNA” and together with it
SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 12, 2018 between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BENCHMARK 2018-B6 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES...Lender Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
THIS SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of October 12, 2018, is between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BENCHMARK 2018-B6 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2018-B6, as the holder of Note A-1 (together with any subsequent holder of Note A-1, the “Note A-1 Holder”) and Note A-3-1 (together with any subsequent holder of Note A-3-1, the “Note A-3-1 Holder”), DEUTSCHE BANK AG, 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-2-1, Note A-2-2 and Note A-3-2, BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”), as the holder of Note A-4, and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 27, 2018 Fixed Rate Mortgage Loans Series 2018-B8Mortgage Loan Purchase Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
insurers are required to have ratings of not less than “BBB” by S&P and “Baa2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by A.M. Best)).
AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 27, 2018 by and between CITI REAL ESTATE FUNDING INC. (Note A-1 Holder, Note A-2 Holder and Note A-3 Holder) and SHINHAN AIM REAL ESTATE FUND NO. 5 (Note B-1 Holder) and SHINHAN...Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
Reference is hereby made to the Co-Lender Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between [ ], and each lender from time to time party thereto.
CO-LENDER AGREEMENT Dated as of July 12, 2018 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 and Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-3 and Note A-4 Holder) JPMORGAN CHASE BANK, NATIONAL...Co-Lender Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of July 12, 2018, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacities 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, Note A-9, Note A-10, Note B-1 and Note B-2 (in its capacities as initial Holder of each such Note, collectively, the “Initial Note Holders”, and in its capacity as the initial agent, the “Initial Agent”).
CO-LENDER AGREEMENT Dated as of December 27, 2018 between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2-1 Holder) and DEUTSCHE BANK AG,...Lender Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of December 27, 2018, is between DEUTSCHE BANK AG, 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-1-1, Note A-1-2, Note A-2-1, Note A-2-2, Note A-2-3, Note A-3 and Note A-4.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 27, 2018 Fixed Rate Mortgage Loans Series 2018-B8Mortgage Loan Purchase Agreement • December 27th, 2018 • Benchmark 2018-B8 Mortgage Trust • Asset-backed securities • New York
under the Mortgage Loan documents: (i) the operation of a bank, savings and loan association or similar financial institution; (ii) the operation of any food service business where drive-thru or drive-up food service is provided; (iii) health or aerobic spa or studio, or gym; and (iv) the operation of any training or educational facility. The Mortgaged Property is currently occupied by, among others, Midwestern Financial (1.4% of the NRA), Health Café (1.7% of the NRA), The Yoga Project (1.3% of the NRA), and Kumon Math & Reading Center (1.2% of the NRA). The Mortgage Loan documents provide for a recourse carveout for losses associated with breach of any of the foregoing use restrictions which breach causes or could cause any tenant at the Mortgaged Property to be required to cease operations under its lease for such tenant’s intended use under its lease or could result in any building characteristics being required to be altered.
