AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of September 17, 2018 by and between Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Benchmark 2018-B5 Mortgage Trust, Commercial Mortgage Pass-Through...Co-Lender Agreement • September 20th, 2018 • Benchmark 2018-B5 Mortgage Trust • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (this “Agreement”), dated as of September 17, 2018 by and between Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Benchmark 2018-B5 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B5 (the “Note A-1 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM”, together with its successors and assigns in interest, in its capacity as owner of the Note A-2A, the “Initial Note A-2A Holder”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as owner of the Note A-2B, the “Initial Note A-2B Holder”, and together with the Initial Note A-2A Holder, the “Initial Note Holders”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 3rd, 2021 • Benchmark 2018-B5 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).
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and GERMAN AMERICAN CAPITAL CORPORATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 21, 2018 Fixed Rate Mortgage Loans Series 2018-B5Mortgage Loan Purchase Agreement • September 20th, 2018 • Benchmark 2018-B5 Mortgage Trust • Asset-backed securities • New York
through multi-year assessments against the Mortgaged Property, in an amount not to exceed $5,000,000 subject to Rating Agency Confirmation and the lender’s consent (not to be unreasonably withheld, conditioned or delayed). The Mortgage Loan documents permit the pledge of direct or indirect equity interests in the Borrower to secure a corporate or parent level credit facility from one or more financial institutions involving multiple underlying real estate assets, so long as the value of the property is not, in the aggregate, represent more than 20% of the value of all the collateral to be pledged, encumbered, granted or otherwise assigned or given as collateral for such corporate or parent level credit facility. There is no requirement for an intercreditor agreement.
920,931,000 (approximate) BENCHMARK 2018-B5 MORTGAGE TRUST Commercial Mortgage Pass-Through Certificates, Series 2018-B5 Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates...Underwriting Agreement • August 20th, 2018 • Benchmark 2018-B5 Mortgage Trust • Asset-backed securities • New York
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Academy Securities, Inc. 140 East 45th Street 5th Floor New York, New York 10017
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 • August 20th, 2018 • Benchmark 2018-B5 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
CO-LENDER AGREEMENT Dated as of May 7, 2018 between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Note A-2 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Note A-3 Holder) and DEUTSCHE BANK AG, NEW...Co-Lender Agreement • August 20th, 2018 • Benchmark 2018-B5 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of May 7, 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, DBNY as the holder of Note A-4, and DBNY as the holder of Note A-5, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells”), national banking association, having an address of 375 Park Avenue, 2nd Floor J0127-023, New York, New York 10152, as the holder of Note A-2 and Note A-3) and BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays” and together with DBNY, the “Lender”) as the holder of Note A-6-1 and Note A-6-2.
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 • August 20th, 2018 • Benchmark 2018-B5 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”).
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 21, 2018 Fixed Rate Mortgage Loans Series 2018-B5Mortgage Loan Purchase Agreement • September 20th, 2018 • Benchmark 2018-B5 Mortgage Trust • Asset-backed securities • New York
S&P, and the balance of the coverage is, in each case, provided by insurers with a claims paying ability rating of “BBB” or better by S&P. The Mortgagor may obtain a policy from an insurance company not satisfying the rating requirements set forth in the Mortgage Loan documents, provided that any such insurance company is subject to (A) the prior approval of the lender and (B) the lender’s receipt of a rating agency confirmation with respect to each such insurance carrier. The Mortgagor may continue to utilize Pennsylvania Manufacturers’ Association Insurance (“PMA”) as the carrier for the Workers Compensation/Employers’ Liability coverage required in the Mortgage Loan documents, provided the AM Best rating of PMA is not withdrawn or downgraded below its rating as of the loan origination date. The Mortgagor may continue to utilize Lancashire Insurance Company Limited, rated “A-” by S&P and “A3” by Moody’s, in its current participation amount and position within the syndicate of the ter
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 13, 2018 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note B-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note B-2...Agreement Between Noteholders • August 20th, 2018 • Benchmark 2018-B5 Mortgage Trust • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders, dated as of July 13, 2018 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Deutsche Bank AG, New York Branch and each lender from time to time party thereto.
