Benchmark 2019-B15 Mortgage Trust Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS
Agreement Between Note Holders • December 18th, 2019 • Benchmark 2019-B15 Mortgage Trust • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of October 23, 2019, by and between 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 (as defined below), the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 (as defined below), the “Initial Note A-2 Holder”), WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 (as defined below), the “Initial Note A-3 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 (as defined below), the “Initial Note A-4 Holder”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its su

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CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and
Pooling and Servicing Agreement • December 18th, 2019 • Benchmark 2019-B15 Mortgage Trust • Asset-backed securities • New York

unpaid tips and gratuities, owed to the plaintiffs in connection with the plaintiffs’ employment as service workers at a number of Guarantors’ catered events. One of the carveout guarantors, Hank Freid (“Guarantor”), is named as a defendant in a pending lawsuit filed June 2017 by The City of New York (“NYC Plaintiff”) related to various properties under the Guarantor’s control. The NYC Plaintiff alleges the Guarantor operates the buildings as transient occupancy (less than 30 days) to visitors and tourists, and is seeking (1) preliminary and permanent injunctive relief to enjoin defendant’s conduct in allowing transient accommodations (2) the enforcement of civil penalties and (3) damages.

CO-LENDER AGREEMENT Dated as of October 21, 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), MORGAN STANLEY BANK, NATIONAL ASSOCIATION (an Initial Note...
Co-Lender Agreement • December 18th, 2019 • Benchmark 2019-B15 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 October 21, 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, MORGAN STANLEY BANK, NATIONAL ASSOCIATION (“MSBNA”), as an Initial Note A Holder, DBNY, as Initial Note B-1 Holder, MSBNA, as Initial Note B-2 Holder, and WFB, as Initial Note B-3 Holder.

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, PARK BRIDGE LENDER...
Pooling and Servicing Agreement • December 18th, 2019 • Benchmark 2019-B15 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. BENCHMARK 2019-B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B15 Underwriting Agreement Dated as of November 25, 2019
Underwriting Agreement • December 18th, 2019 • Benchmark 2019-B15 Mortgage Trust • Asset-backed securities

Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 Academy Securities, Inc. 140 East 45th Street, 5th Floor New York, New York 10017

AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 14, 2019 by and between CITI REAL ESTATE FUNDING INC. (Note A-1 Holder and Note A-2 Holder) and KCM AUSTIN LANDING, LLC (Note B Holder) Austin Landing
Agreement Between Noteholders • December 18th, 2019 • Benchmark 2019-B15 Mortgage Trust • Asset-backed securities • New York

Reference is hereby made to the Agreement Between Noteholders 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.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 1, 2019 Benchmark 2019-B15 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...
Pooling and Servicing Agreement • December 18th, 2019 • Benchmark 2019-B15 Mortgage Trust • Asset-backed securities • New York

collectively owned the Mortgaged Property prior to the applicable merger. The Mortgage Loan is recourse against the related borrower with respect to any losses caused by the prior ownership of the unrelated property by borrower and borrower’s predecessor-by-merger.

AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 1, 2019 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 and Initial Note B-1-1 Holder) GOLDMAN SACHS BANK USA (Initial...
Agreement Between Noteholders • December 18th, 2019 • Benchmark 2019-B15 Mortgage Trust • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of November 1, 2019 by and between JPMorgan Chase Bank, National Association (“JPM” and in its capacity as initial owner of Note A-1-1, Note A-1-2, Note A-1-3 and Note B-1-1, the “Initial JPM Note Holder”, and in its capacity as the initial agent, the “Initial Agent”), 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 and Goldman Sachs Bank USA, a New York state-chartered bank, having an address at 2001 Ross Avenue, 30th Floor, Dallas, Texas 75201 (“Goldman” and in its capacity as initial owner of Note A-1-4 and Note B-1-2, the “Initial Goldman Note Holder” and together with the Initial JPM Note Holder, the “Initial Noteholders”).

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and German American Capital Corporation, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 1, 2019 Benchmark 2019-B15 Mortgage Trust Commercial Mortgage Pass- Through Certificates,...
Pooling and Servicing Agreement • December 18th, 2019 • Benchmark 2019-B15 Mortgage Trust • Asset-backed securities • New York

intends to issue a response denying any infringement claim. The Mortgagor and PRG have estimated the total cost of rebranding the Mortgaged Property, if required, at $53,200. At origination, an amount of $85,250 was deposited in a designated reserve for addressing the C&D Letter and the potential rebranding of the Mortgaged Property.

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