AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 26, 2019 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1-A Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-1-B Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial...Agreement Between Note Holders • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of November 26, 2019 by and between CITI REAL ESTATE FUNDING INC. (“Citi” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A described below, the “Initial Note A-1-A Holder” and, in its capacity as the initial agent, the “Initial Agent”), CITI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B described below, the “Initial Note A-1-B 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-2-A described below, the “Initial Note A-2-A Holder”), and WFB (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-B described below, the “Initial Note A-2-B Holder”; the Initial Note A-1-A Holder, the Initial Note A-1-B Holder, the Initial Note A-2-A Holder and the Initial Note A-2-B H
CO-LENDER AGREEMENT Dated as of November 7, 2019 by and between STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) PARK CENTRAL TOWERCo-Lender Agreement • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of November 15, 2019, by and between STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (“Starwood” 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”) and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, 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 Note Holders”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of December 12, 2019 by and among CITI REAL ESTATE FUNDING INC. (Initial Note A Holder) and CITI REAL ESTATE FUNDING INC. (Initial Subordinate Noteholder) 805 Third AvenueAgreement Between Noteholders • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, LADDER CAPITAL FINANCE LLC, SELLER, LADDER CAPITAL FINANCE HOLDINGS LLLP, SERIES REIT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, and SERIES TRS OF LADDER CAPITAL FINANCE HOLDINGS LLLP MORTGAGE...Mortgage Loan Purchase Agreement • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
Representation and Warranty No. 16 (a “Qualified Insurer”) or, in the event that such terrorism coverage is not available from a Qualified Insurer, the related Mortgagor must obtain such terrorism coverage from the highest rated insurance company providing such terrorism coverage. In addition, subject to the other exceptions to Representation and Warranty No. 16, even where terrorism insurance is required, and regardless of whether TRIPRA or a similar or subsequent statue is or is not in effect, the related Mortgagor may not be required to pay more for terrorism insurance coverage than a specified percentage (at least equal to 200%) of the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related loan documents (excluding such terrorism coverage and coverage for other catastrophe perils such as flood, windstorm and earthquake) either at the time of the origination of the related Mortgage Loan or
CO-LENDER AGREEMENT Dated as of October 25, 2019 by and among STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-3 Holder) ALRIG PORTFOLIOLender Agreement • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 25, 2019, by and among STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (“Starwood” 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”), STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (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, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).
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 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • 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 November 26, 2019 by and among CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder and Initial Note A-4 Holder) GOLDMAN SACHS BANK USA (Initial Note A-2 Holder and Initial Note A-5 Holder) BARCLAYS CAPITAL...Agreement • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor, KEYBANK NATIONAL ASSOCIATION, as Servicer, LNR PARTNERS, LLC, as Special Servicer, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, and CITIBANK, N.A., as Certificate Administrator TRUST...Trust and Servicing Agreement • June 8th, 2020 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
This Trust and Servicing Agreement (“Agreement”), is dated as of December 8, 2019, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C7 Underwriting Agreement Dated as of December 12, 2019Underwriting Agreement • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities
Academy Securities Inc. 140 East 45th Street, 5th Floor New York, New York 10017 Siebert Williams Shank & Co., LLC 650 Fifth Avenue, 9th Floor New York, New York 10019
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 LandingAgreement Between Noteholders • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • 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 STARWOOD MORTGAGE CAPITAL LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 1, 2019 Citigroup Commercial Mortgage Trust 2019-C7 Commercial Mortgage Pass- Through...Mortgage Loan Purchase Agreement • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Wells Fargo Bank, National Association, Master Servicer, LNR Partners, llc, Special Servicer, Pentalpha Surveillance LLC, Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,...Pooling and Servicing Agreement • January 3rd, 2020 • Citigroup Commercial Mortgage Trust 2019-C7 • 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
CO-LENDER AGREEMENT Dated as of October 25, 2019 by and among STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-3 Holder), STARWOOD MORTGAGE...Co-Lender Agreement • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 25, 2019, by and among STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (“Starwood” 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”), STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (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”), STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (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”), STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”), STARWOOD MORTG
CO-LENDER AGREEMENT Dated as of November 27, 2019 between TUEBOR TRS II LLC (Initial Note A-1-A Holder) and TUEBOR TRS II LLC (Initial Note A-2-A Holder) and TUEBOR TRS II LLC (Initial Note A-3-A Holder)Co-Lender Agreement • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 27, 2019, is between TUEBOR TRS II LLC, a Michigan limited liability company (“TTRS”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as the holder of Note A-1-A (“Initial Note A-1-A Holder”), TTRS, as the holder of Note A-2-A (“Initial Note A-2-A Holder”) and TTRS, as the holder of Note A-3-A (“Initial Note A-3-A Holder”).
ASSUMPTION OF SPECIAL SERVICER OBLIGATIONSPooling and Servicing Agreement • May 7th, 2020 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities
Reference is made herein to the Pooling and Servicing Agreement, dated as of December 1, 2019, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC ("LNR"), as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, relating to Citigroup Commercial Mortgage Trust 2019-C7, Commercial Mortgage Pass-Through Certificates, Series 2019-C7 (the “PSA”). Capitalized terms used herein but undefined have the meanings given to them in the PSA.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 1, 2019 Citigroup Commercial Mortgage Trust 2019-C7 Commercial Mortgage Pass- Through...Mortgage Loan Purchase Agreement • December 19th, 2019 • Citigroup Commercial Mortgage Trust 2019-C7 • Asset-backed securities • New York
Representation Mortgage Loan Description of Exception (10) Condition of Property 805 Third Avenue (Loan No. 3) The related borrower failed to file a “Cycle 8C Façade Inspection and Safety Program Report” that was due in February 2019 as required by Local Law 11 of 1998 of the Local Laws of the City of New York (the “LL 11 Report”). The borrower has agreed to complete and pay for all applicable work, fines, cost, and other actions necessary to complete and file the LL 11 Report, and to otherwise cause the Mortgaged Property to comply with Local Law 11 (the “LL 11 Work”) by November 8, 2020. In addition, certain work is required to be completed to cause the Mortgaged Property to comply with all applicable legal requirements relating to the sprinkler systems at the Mortgaged Property. The related borrower has agreed to complete such sprinkler work by November 8, 2020. If an event of default occurs and/or the borrower breaches any of the foregoing obligations, the borrower will be requir
Special Servicer Acknowledgment and Assumption May 5, 2023Citigroup Commercial Mortgage Trust 2019-C7 • May 5th, 2023 • Asset-backed securities
Reference is made to the (i) Pooling and Servicing Agreement dated and effective as of November 1, 2019, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, 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 Co-Lender Agreement, dated as of October 21, 2019, by and between Citi Real Estate Funding Inc., in its capacities as Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder, relating to the Harvey Building Products Mortgage Loan; the Co-Lender Agreement, dated as of November 1, 2019, by and between Citi Real Estate Funding Inc., in its capacities as Initial Note A-1 Holder, Initial Note A-2 Holder and Initial No
Special Servicer Acknowledgment and Assumption September 18, 2023Citigroup Commercial Mortgage Trust 2019-C7 • September 18th, 2023 • Asset-backed securities
Reference is made to (i) the MAD 2019-650M Trust and Servicing Agreement, dated as of December 8, 2019, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator (the “TSA”) and (ii) the Agreement Between Noteholders dated as of November 26, 2019 by and among Citi Real Estate Funding Inc., in its capacity as the Initial Note A-1 Holder, Initial Note A-4 Holder and Initial Note B-1 Holder, Goldman Sachs Bank USA, in its capacity as Initial Note A-2 Holder, Initial Note A-5 Holder and Initial Note B-2 Holder, Barclays Capital Real Estate Inc., in its capacity as Initial Note A-3 Holder, Initial Note A-6 Holder and Initial Note B-3 Holder and BMO Harris Bank N.A., in its capacity as Initial Note A-7 Holder and Initial Note B-4 Holder (the “Co-Lender Agreement”). Capitalized terms used herein
