AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 24, 2021 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION...Agreement Between Note Holders • June 29th, 2021 • Benchmark 2021-B27 Mortgage Trust • Asset-backed securities
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 24, 2021, 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”), JPMORGAN CHASE 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”) and WELLS FARGO 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” and together with the Initial Note A-1 Holder, Initial Note A-2 H
CO-LENDER AGREEMENT Dated as of February 21, 2020 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) Alabama Hilton PortfolioCo-Lender Agreement • June 29th, 2021 • Benchmark 2021-B27 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of February 21, 2020 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”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, andPooling and Servicing Agreement • June 29th, 2021 • Benchmark 2021-B27 Mortgage Trust • Asset-backed securities • New York
Space or interests in the borrower to an entity or person that becomes the owner of the Purchase ROFO Space through a foreclosure by trustee’s power of sale, judicially or otherwise, or as a purchaser at a foreclosure sale, or a mortgagee of the Purchase ROFO Space that acquires title by deed in lieu of transfer or equity in lieu of foreclosure or any UCC foreclosure action, in connection with a default by the borrower under a security interest encumbering the Purchase ROFO Space.
CO-LENDER AGREEMENT Dated as of April 21, 2021 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder, Initial Note A-1-C-1 – Note A-1-C-5 Holder and Initial Note B-1 Holder), DBR INVESTMENTS CO. LIMITED (Initial Note A-2 Holder, Initial Note...Lender Agreement • June 29th, 2021 • Benchmark 2021-B27 Mortgage Trust • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer and Special Servicer, PARK BRIDGE LENDER SERVICES LLC, Operating Advisor and Asset Representations Reviewer,...Pooling and Servicing Agreement • June 29th, 2021 • Benchmark 2021-B27 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
AGREEMENT BETWEEN NOTEHOLDERS Dated as of April 29, 2021 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder)Agreement • June 29th, 2021 • Benchmark 2021-B27 Mortgage Trust • Asset-backed securities
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of April 29, 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., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of June 1, 2021 Benchmark 2021-B27 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B27Pooling and Servicing Agreement • June 29th, 2021 • Benchmark 2021-B27 Mortgage Trust • Asset-backed securities • New York
The sole tenant at the Mortgaged Property, Academy, Ltd., has a has a right of first refusal to purchase the Mortgaged Property if the landlord receives a bona fide third party offer for the purchase of the Mortgaged Property or in the direct or indirect ownership of all or substantially all of the ownership interests in Landlord. Such right of first refusal is inapplicable at a foreclosure or a conveyance to lender or an affiliate of lender in lieu of foreclosure. Pursuant to a subordination, non-disturbance and attornment agreement, Academy, Ltd. has agreed that such right of first refusal will be expressly inapplicable to the first transfer of the Mortgaged Property by lender following lender’s acquisition of the Mortgaged Property by foreclosure or conveyance in lieu of foreclosure.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. BENCHMARK 2021-B27 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021-B27 Underwriting Agreement Dated as of June 18, 2021Underwriting Agreement • June 29th, 2021 • Benchmark 2021-B27 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
AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 12, 2021 by and between GOLDMAN SACHS BANK USA (Initial Note A-1-A and A-1-B Holder), MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder), PRIMA MORTGAGE INVESTMENT TRUST, LLC (Note...Agreement Between Noteholders • June 29th, 2021 • Benchmark 2021-B27 Mortgage Trust • Asset-backed securities
Reference is hereby made to the Amended and Restated Agreement Between Noteholders, dated as of May 12, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“GSB” and in its capacity as initial owner of Note A-1-A and A-1-B, the “Initial GSB Note A Holder”, and in its capacity as the initial agent, the “Initial Agent”), MORGAN STANLEY BANK, N.A., a national banking association (“MSB” and in its capacity as initial owner of Note A-2, the “Initial MSB Note A Holder”), PRIMA MORTGAGE INVESTMENT TRUST, LLC (“Prima”), NEW YORK STATE TEACHERS’ RETIREMENT SYSTEM (“NYSTRS”), WILTON REASSURANCE COMPANY (“Wilton”), HIGHMARK, INC. (“Highmark”) and WILCAC LIFE INSURANCE COMPANY (“Wilcac”).
INTERCREDITOR AGREEMENT Dated as of April 29, 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 DBR...Intercreditor Agreement • June 29th, 2021 • Benchmark 2021-B27 Mortgage Trust • Asset-backed securities
Reference is hereby made to the Agreement Between Noteholders, dated as of April 29, 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.
GOLDMAN SACHS MORTGAGE COMPANY,Pooling and Servicing Agreement • June 29th, 2021 • Benchmark 2021-B27 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of June 1, 2021, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Goldman Sachs Mortgage Company, a New York limited partnership, as seller (the “Seller”).
