Benchmark 2019-B12 Mortgage Trust Sample Contracts

CO-LENDER AGREEMENT Dated as of May 16, 2019 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-1 Holder JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-2 Holder JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial...
Co-Lender Agreement • August 8th, 2019 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 16, 2019, 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 Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note B, the “Initial Note B 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 Note Holders”).

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AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 11, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-3...
Agreement Between Noteholders • August 8th, 2019 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of July 11, 2019, is made by and between DEUTSCHE BANK AG, NEW YORK BRANCH (“DB” and, together with its successors and assigns in interest, 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”), DB, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”), DB, in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (“UBS AG”, in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”), UBS AG, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”) and UBS AG, in its capacity as initial owner of Note A-6 (the “Initial Note A-6 Holder”).

CO-LENDER AGREEMENT Dated as of July 6, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (an Initial Note A Holder), WELLS FARGO BANK, NATIONAL ASSOCIATION (an Initial Note A Holder), GOLDMAN SACHS BANK USA (an Initial Note A Holder), DEUTSCHE...
Co-Lender Agreement • August 8th, 2019 • Benchmark 2019-B12 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 July 6, 2019, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as an Initial Note A Holder, WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”), as an Initial Note A Holder, GOLDMAN SACHS BANK USA (“GS Bank”), as an Initial Note A Holder, DBNY, as Initial Note B-1 Holder, GS Bank, as Initial Note B-2 Holder, and WFB, as Initial Note B-3 Holder.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12 Underwriting Agreement Dated as of July 19, 2019
Underwriting Agreement • August 8th, 2019 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities

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

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and German American Capital Corporation, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2019 Benchmark 2019-B12 Mortgage Trust Commercial Mortgage Pass-Through Certificates,...
Mortgage Loan Purchase Agreement • August 8th, 2019 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities • New York

conditions in the Loan Documents, including that such insurance coverage meets the requirements in the Loan Documents. In addition, the Loan Documents permit the Mortgagor to rely upon a blanket policy maintained by an affiliate of the Mortgagor.

CO-LENDER AGREEMENT
Co-Lender Agreement • August 8th, 2019 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of June 4, 2019, by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-2, the “Initial Note A-2 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-3, the “Initial Note A-3 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-4, the “Initial Note A-4 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the init

NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC as Depositor, KEYBANK NATIONAL ASSOCIATION, as Servicer, KEYBANK NATIONAL ASSOCIATION, as Special Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Certificate Administrator, TRUST AND...
Trust and Servicing Agreement • August 8th, 2019 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities • New York

THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of June 4, 2019 among Natixis Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Servicer and Special Servicer and Wells Fargo Bank, National Association, as Trustee and Certificate Administrator.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2019 Benchmark 2019-B12 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...
Mortgage Loan Purchase Agreement • August 8th, 2019 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (“Agreement”), dated as of August 1, 2019, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Citi Real Estate Funding Inc., a New York corporation, as seller (the “Seller”).

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, PACIFIC LIFE INSURANCE COMPANY and...
Pooling and Servicing Agreement • August 8th, 2019 • Benchmark 2019-B12 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

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and
Mortgage Loan Purchase Agreement • August 8th, 2019 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities • New York

historically relevant improvement without the appropriate governmental approvals . These restrictions do not appear to specifically affect the Mortgaged Property and the Mortgaged Property does not violate any of the respective covenants and restrictions. A Department of Environmental Protection Site Location of Development Findings of Fact and Order is listed as an exception to title, which document contains approval from the Maine Department of Environmental Protection for the construction and development of the Mortgaged Property.

AGREEMENT BETWEEN NOTEHOLDERS Dated as of June 14, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A Holder) and PRINCIPAL LIFE INSURANCE COMPANY (Initial Note B Holder)
Agreement Between Noteholders • August 8th, 2019 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of June 14, 2019, is made by and between DEUTSCHE BANK AG, NEW YORK BRANCH (“DB” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A, the “Initial Note A Holder”, and in its capacity as the initial agent, the “Initial Agent”), and PRINCIPAL LIFE INSURANCE COMPANY (“PLIC” and, together with its successors and assigns in interest, in its capacity as initial owner of Note B (the “Initial Note B Holder”).

Special Servicer Acknowledgment and Assumption May 10, 2023
Special Servicer Acknowledgment and Assumption • May 10th, 2023 • Benchmark 2019-B12 Mortgage Trust • Asset-backed securities

Reference is made to the (i) Pooling and Servicing Agreement dated as of June 1, 2019, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer (the “PSA”) and (ii) the Agreement Between Noteholders, dated as of March 14, 2019, by and among KeyBank National Association, in its capacities as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder and Initial Note A-4 Holder, relating to the SSTII Self Storage Portfolio II Mortgage Loan (the “SSTII Self Storage Portfolio II Co-Lender Agreement”); (iii) the Co-Lender Agreement, dated as of June 11, 2019, by and between Societe Generale Financial Corporation, in its capacity as Initial Note A-1 Holder, Initial Note A-2 Holder, I

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