0001539497-21-000235 Sample Contracts

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CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of February 1, 2021 Benchmark 2021-B23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...
Pooling and Servicing Agreement • February 18th, 2021 • Benchmark 2021-B23 Mortgage Trust • Asset-backed securities • New York

5% of the total insurable value of the applicable Mortgaged Property; provided that if the non-recourse carveout guarantor provides a guaranty acceptable to the lender and each rating agency rating securities that represent an interest in the Whole Loan guaranteeing any failure by the related Borrower to pay its obligations actually incurred with respect to that portion of the deductible that exceeds 5% of the total insurable value of an Mortgaged Property, the deductibles for windstorm and earthquake coverage may be up to 15% of the total insurable value of the Mortgaged Property); provided, further, that (1) the related Borrower may utilize a $4,000,000 aggregate deductible subject to a $100,000 per occurrence deductible and a $100,000 maintenance deductible following the exhaustion of the aggregate and (2) the aggregate does not apply to any losses arising from named windstorm, earthquake or flood. Such deductibles may be considered not to be customary. The Whole Loan documents perm

AGREEMENT BETWEEN NOTEHOLDERS Dated as of February 18, 2021 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) GOLDMAN SACHS BANK USA (Initial Note A-3 Holder) and GOLDMAN SACHS BANK USA...
Agreement Between Noteholders • February 18th, 2021 • Benchmark 2021-B23 Mortgage Trust • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of February 18, 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”), GSBi, a New York state-chartered bank (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), GSBi, a New York state-chartered bank (in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”) and GSBi, a New York state-chartered bank (in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”, and together with the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder, the “Initial Noteholders”).

CO-LENDER AGREEMENT Dated as of December 10, 2020 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) Station Park
Lender Agreement • February 18th, 2021 • Benchmark 2021-B23 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of December 10, 2020 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”).

CO-LENDER AGREEMENT Dated as of November 18, 2020 by and among BANK OF AMERICA, NATIONAL ASSOCIATION (an Initial Note A Holder), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (an Initial Note A Holder), COLUMN FINANCIAL, INC. (an Initial Note A Holder),...
Co-Lender Agreement • February 18th, 2021 • Benchmark 2021-B23 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 November 18, 2020, among BANK OF AMERICA, NATIONAL ASSOCIATION (“BANA”) as an Initial Note A Holder, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMCB”), as an Initial Note A Holder, as an Initial Note A Holder, COLUMN FINANCIAL, INC. (“Column”), DBR INVESTMENTS CO. LIMITED (“DBRI”), as an Initial Note A Holder, BANA, as Initial Note B-1 Holder, JPMCB, as Initial Note B-2 Holder, Column, as Initial Note B-3 Holder and DBRI, as Initial Note B-4 Holder.

AGREEMENT BETWEEN NOTEHOLDERS Dated as of February 18, 2021 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) Millennium Corporate Park
Agreement • February 18th, 2021 • Benchmark 2021-B23 Mortgage Trust • Asset-backed securities

THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of February 18, 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 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”).

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. BENCHMARK 2021-B23 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021-B23 Underwriting Agreement Dated as of January 29, 2021
Underwriting Agreement • February 18th, 2021 • Benchmark 2021-B23 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

AGREEMENT BETWEEN NOTEHOLDERS Dated as of February 18, 2021 by and between DBR INVESTMENTS CO. LIMITED (Initial Note A-1 Holder) and DBR INVESTMENTS CO. LIMITED (Initial Note A-2 Holder) and DBR INVESTMENTS CO. LIMITED (Initial Note A-3 Holder) and...
Agreement Between Noteholders • February 18th, 2021 • Benchmark 2021-B23 Mortgage Trust • Asset-backed securities

Reference is hereby made to the Agreement Between Noteholders, dated as of February 18, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between DBR Investments Co. Limited, and each lender from time to time a party thereto.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Special Servicer, SITUS HOLDINGS, LLC,...
Pooling and Servicing Agreement • February 18th, 2021 • Benchmark 2021-B23 Mortgage Trust • Asset-backed securities • New York

Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 Certificate Exhibit A-3 Form of Class A-3 Certificate Exhibit A-4 Form of Class A-4 Certificate Exhibit A-5 Form of Class A-AB Certificate Exhibit A-6 Form of Class X-A Certificate Exhibit A-7 Form of Class X-B Certificate Exhibit A-8 Form of Class A-S Certificate Exhibit A-9 Form of Class B Certificate Exhibit A-10 Form of Class PEZ Certificate Exhibit A-11 Form of Class C Certificate Exhibit A-12 Form of Class D Certificate Exhibit A-13 Form of Class X-D Certificate Exhibit A-14 Form of Class E Certificate Exhibit A-15 Form of Class F Certificate Exhibit A-16 Form of Class G Certificate Exhibit A-17 Form of Class H Certificate Exhibit A-18 Form of Class R Certificate Exhibit A-19 Form of Class S Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Request for Release Exhibit D Form of Distribution Date Statement Exhibit E Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulat

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 • February 18th, 2021 • Benchmark 2021-B23 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

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor, KeyBank National Association, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and CITIBANK, N.A., as Certificate Administrator...
Trust and Servicing Agreement • February 18th, 2021 • Benchmark 2021-B23 Mortgage Trust • Asset-backed securities • New York

This Trust and Servicing Agreement (“Agreement”), is dated as of May 5, 2020, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.

AGREEMENT BETWEEN NOTEHOLDERS Dated as of February 1, 2021 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder, Initial Note A-2 Holder, and Initial Note A-3 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial...
Agreement Between Noteholders • February 18th, 2021 • Benchmark 2021-B23 Mortgage Trust • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of February 1, 2021 by and between JPMorgan Chase Bank, National Association, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“JPM” and in its capacity as initial owner of Note A-1, Note A-2, and Note A-3, the “Initial JPM Note A Holder”, and in its capacity as the initial agent, the “Initial Agent”), and JPM (and in its capacity as initial owner of the Subordinate Note, the “Initial JPM Subordinate Noteholder” and together with the Initial JPM Note A Holder, the “Initial Noteholders”).

AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of December 29, 2020 by and between DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, ON BEHALF OF THE REGISTERED HOLDERS OF CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., COMMERCIAL MORTGAGE...
Co-Lender Agreement • February 18th, 2021 • Benchmark 2021-B23 Mortgage Trust • Asset-backed securities • New York

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (this “Agreement”), dated as of December 29, 2020 by and between DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, ON BEHALF OF THE REGISTERED HOLDERS OF CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-GC29 (together with its successors and assigns in interest, in its capacity as owner of the Note A-1, the “Note A-1 Holder”), U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-GC30 (together with its successors and assigns in interest, in its capacity as owner of the Note A-2, the “Note A-2 Holder”), DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, ON BEHALF OF THE REGISTERED HOLDERS OF CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-GC31 (together with its successors and assigns in interest,

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