AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 26, 2019 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2 Holder) Central TowerAgreement Between Note Holders • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of April 26, 2019 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”) and 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-2 described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of May 15, 2019 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-3 Holder)Co-Lender Agreement • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 15, 2019 is by and between CITI REAL ESTATE FUNDING INC. (“CREFI” 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”), CREFI (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 CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of June 17, 2019 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) Western Digital R&D Campus Mortgage LoanLender Agreement • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated and effective as of June 17, 2019, by and between CITI REAL ESTATE FUNDING INC. (“CREFI” and together with its successors and assigns in interest, in its capacity as owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder and the Note A-2 Holder, the “Initial Note Holders”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 13, 2019 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder, Initial Note A-1-5 Holder,...Agreement Between Noteholders • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 12, 2018 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder,...Agreement Between Note Holders • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 12, 2018 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch” (together with its successors and assigns in interest, as initial owner of Note A-1 described below, in its capacity as the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”)), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-2 described below, in its capacity as the “Initial Note A-2 Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-3 described below, in its capacity as the “Initial Note A-3 Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-4 described below, in its capacity as the “Initial Note A-4 Holder”), UBS AG, New York Branch (together wi
CO-LENDER AGREEMENT Dated as of April 17, 2019 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder)Co-Lender Agreement • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of April 17, 2019 is by and between CITI REAL ESTATE FUNDING INC. (“CREFI” 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 CREFI (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”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 16, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-A Holder, Initial Note A-1-B Holder, Initial Note A-1-C Holder, Initial Note B- 1-A Holder, Initial Note B-1-B Holder, Initial...Agreement • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders, dated as of May 16, 2019 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Deutsche Bank AG, New York Branch, and Wells Fargo Bank, National Association, and each lender from time to time party thereto.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 8, 2019 by and among GOLDMAN SACHS BANK USA (Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note B-2 Holder and Initial Note C-2 Holder) DEUTSCHE BANK AG, NEW YORK...Agreement Between Noteholders • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of March 8, 2019 by and between Goldman Sachs Bank USA (together with its successors and assigns in interest, “Goldman”), a New York limited partnership, having an address of 200 West Street, New York, New York 10282 (in its capacity as initial owner of Note A-2, Note A-3, Note A-4, Note B-2 and Note C-2, the “Initial Goldman Note Holder”, and in its capacity as the initial agent, the “Initial Agent”) and Deutsche Bank AG, New York Branch (“DBNY”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (in its capacity as initial owner of the Note A-1, Note B-1 and Note C-1, the “Initial DBNY Note Holder” and together with the Initial Goldman Note Holder, the “Initial Noteholders”).
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and CITI REAL ESTATE FUNDING INC.,Seller Mortgage Loan Purchase Agreement • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
agreement) in the event of a proposed transfer of (i) the respective mortgaged property, or (ii) an ownership interest in the related borrower or in an affiliate of the borrower that controls the borrower, in each case, to a “competitor” of the franchisor as defined in the respective franchise agreement.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and GERMAN AMERICAN CAPITAL CORPORATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of June 17, 2019 $552,248,251 Fixed Rate Mortgage LoansLoan Purchase Agreement • June 17th, 2019 • Benchmark 2019-B11 Mortgage Trust • Asset-backed securities • New York
monetary default under its lease or (ii) has assigned the lease to a non-affiliate. The right of first refusal does not apply in the context of a foreclosure, deed-in-lieu or other exercise of remedies under the Mortgage Loan documents, but does apply to any subsequent transfer.
939,691,000 (approximate) Benchmark 2019-B11 Mortgage Trust Commercial Mortgage Pass-Through Certificates, 2019-B11 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 Certificates...Underwriting Agreement • June 17th, 2019 • Benchmark 2019-B11 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
