CO-LENDER AGREEMENT Dated as of February 1, 2016 by and between CITIGROUP GLOBAL MARKETS REALTY CORP. (Initial Note A-1 Holder) and CITIGROUP GLOBAL MARKETS REALTY CORP. (Initial Note A-2 Holder)Co-Lender Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of February 1, 2016 by and between CITIGROUP GLOBAL MARKETS REALTY CORP. (“CGMRC” 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 CGMRC (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 and RAIT FUNDING, LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 1, 2016 Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series...Mortgage Loan Purchase Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, KEYBANK NATIONAL ASSOCIATION, Master Servicer, Wells Fargo Bank, National Association, Special Servicer, Pentalpha Surveillance LLC, Operating Advisor and Asset Representations Reviewer, WELLS...Pooling and Servicing Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • 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. CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-GC37 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-GC37 Underwriting Agreement Dated as of April 13, 2016Underwriting Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation (the “Company”), proposes to cause the issuance of its Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37 (the “Certificates”), consisting of 18 classes designated as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April 1, 2016, between the Company, as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “
WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer and BERKADIA COMMERCIAL MORTGAGE LLC, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of April 1, 2016 Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass- Through...Primary Servicing Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of April 1, 2016, by and between BERKADIA COMMERCIAL MORTGAGE LLC, a limited liability company having an office at 323 Norristown Road, Suite 300, Ambler, PA 19002, and its successors and assigns (the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at MAC D1086, 550 South Tryon Street, 14th Floor, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASERMortgage Loan Purchase Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASERMortgage Loan Purchase Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
AMENDED AND RESTATED SUBSERVICING AGREEMENTSubservicing Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
THIS AMENDED AND RESTATED SUBSERVICING AGREEMENT (as it may be further amended, supplemented or modified, this “Agreement”), dated and effective as of January 18, 2013 by and between KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (together with its successors and assigns permitted under this Agreement, “KRECM”), and BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (together with its successors and assigns permitted under this Agreement, the “Subservicer”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and The Bank of new york mellon, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 1, 2016Mortgage Loan Purchase Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and RIALTO MORTGAGE FINANCE, LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 1, 2016 Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates,...Mortgage Loan Purchase Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
resizing AMENDMENT to CO-LENDER AGREEMENTCo-Lender Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
This Resizing Amendment, dated as of March 31, 2016 (this “Resizing Amendment”), is made and executed pursuant to Section 32 of the Co-Lender Agreement, dated as of February 1, 2016 (the “Co-lender Agreement”), between Citigroup Global Markets Realty Corp. (“CGMRC”), as initial owner of Note A-1, and CGMRC, as initial owner of Note A-2.
CO-LENDER AGREEMENT Dated as of April 13, 2016 between THE BANK OF NEW YORK MELLON (Note A-1 Holder) and THE BANK OF NEW YORK MELLON (Note A-2-1 Holder) and THE BANK OF NEW YORK MELLON (Note A-2-2 Holder) and THE BANK OF NEW YORK MELLON (Note A-3...Co-Lender Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of April 13, 2016, is between THE BANK OF NEW YORK MELLON, a New York corporation (“BNYM”) having an address at 225 Liberty Street, 19th Floor, New York, NY 10286 Attn: IM Real Estate Group, as the holder of Note A-1, BNYM, as the holder of Note A-2-1, BNYM, as the holder of Note A-2-2, BNYM, as the holder of Note A-3, and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (“GACC”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-4, GACC, as the holder of Note A-5-1, GACC, as the holder of Note A-5-2 and GACC, as the holder of Note A-6.
RESIZING AMENDMENT to CO-LENDER AGREEMENTCo-Lender Agreement • April 26th, 2016 • Citigroup Commercial Mortgage Trust 2016-Gc37 • Asset-backed securities • New York
This Resizing Amendment, dated as of March 31, 2016 (this “Resizing Amendment”), is made and executed pursuant to Section 33 of the Co-Lender Agreement, dated as of January 6, 2016 (the “Co-lender Agreement”), between Citigroup Global Markets Realty Corp. (“CGMRC”), as initial owner of Note A-1, CGMRC, as initial owner of Note A-2, and Barclays Bank PLC, as initial owner of Note A-3.
