0001539497-14-000967 Sample Contracts

GS MORTGAGE SECURITIES CORPORATION II, Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer, CWCAPITAL ASSET MANAGEMENT LLC, Special Servicer, PENTALPHA SURVEILLANCE LLC, Operating Advisor WELLS FARGO BANK, NATIONAL ASSOCIATION,...
Pooling and Servicing Agreement • August 7th, 2014 • Citigroup Commercial Mortgage Trust 2014-Gc23 • Asset-backed securities • New York

Pooling and Servicing Agreement, dated as of June 1, 2014, among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee.

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CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and GOLDMAN SACHS MORTGAGE COMPANY SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2014 Series 2014-GC23
Mortgage Loan Purchase Agreement • August 7th, 2014 • Citigroup Commercial Mortgage Trust 2014-Gc23 • Asset-backed securities • New York

syndicate) is with insurers having such ratings, and all such insurers are required to have ratings of not less than "BBB+" by S&P and "Baa1" by Moody's (if Moody’s rates such insurer and is rating the Certificates). Instead of specifically covering a period of 18 months, business interruption insurance covers up until the date the Mortgaged Property is repaired or replaced and operations are resumed (regardless of the length of time). (16) Insurance Chula Vista Center (No. 4) Other than as set forth in the paragraph below, all policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least "A-" by S&P and "A2" by Moody's (or, if Moody's does not rate such insurer, at least "A:VIII" by AM Best), and all such insure

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and MC-FIVE MILE COMMERCIAL MORTGAGE FINANCE LLC SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2014 Series 2014-GC23
Mortgage Loan Purchase Agreement • August 7th, 2014 • Citigroup Commercial Mortgage Trust 2014-Gc23 • Asset-backed securities • New York

Capitalized terms used herein without definition have the meanings given them in the Agreement or, if not defined therein, in the Indemnification Agreement.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer, RIALTO CAPITAL ADVISORS, LLC, Special Servicer, TRIMONT REAL ESTATE ADVISORS, INC., Operating Advisor,...
Pooling and Servicing Agreement • August 7th, 2014 • Citigroup Commercial Mortgage Trust 2014-Gc23 • Asset-backed securities • New York

Pooling and Servicing Agreement, dated as of August 1, 2014, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,
Mortgage Loan Purchase Agreement • August 7th, 2014 • Citigroup Commercial Mortgage Trust 2014-Gc23 • Asset-backed securities • New York

Capitalized terms used herein without definition have the meanings given them in the Agreement or, if not defined therein, in the Indemnification Agreement.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and REDWOOD COMMERCIAL MORTGAGE CORPORATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2014 Series 2014-GC23
Mortgage Loan Purchase Agreement • August 7th, 2014 • Citigroup Commercial Mortgage Trust 2014-Gc23 • Asset-backed securities • New York

Capitalized terms used herein without definition have the meanings given them in the Agreement or, if not defined therein, in the Indemnification Agreement.

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. CITIGROUP COMMERCIAL MORTGAGE TRUST 2014-GC23 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014- GC23
Underwriting Agreement • August 7th, 2014 • Citigroup Commercial Mortgage Trust 2014-Gc23 • Asset-backed securities

Citigroup Global Markets Inc. 390 Greenwich Street, 5th Floor New York, New York 10013 Drexel Hamilton, LLC 77 Water Street New York, New York 10005 Goldman, Sachs & Co. 200 West Street New York, New York 10282 RBS Securities Inc. 600 Washington Blvd. Stamford, Connecticut 06901

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and RIALTO MORTGAGE FINANCE, LLC SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2014 Series 2014-GC23
Mortgage Loan Purchase Agreement • August 7th, 2014 • Citigroup Commercial Mortgage Trust 2014-Gc23 • Asset-backed securities • New York

Capitalized terms used herein without definition have the meanings given them in the Agreement or, if not defined therein, in the Indemnification Agreement.

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