CO-LENDER AGREEMENT Dated as of May 31, 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 • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 31, 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”).
CO-LENDER AGREEMENT Dated as of August 20, 2019 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) DBR INVESTMENTS CO. LIMITED (Note A-2 Holder) DBR INVESTMENTS CO. LIMITED (Note A-3 Holder) DBR INVESTMENTS CO. LIMITED (Note A-4...Co-Lender Agreement • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of August 20, 2019, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership (“CCRE”), having an address at 110 East 59th Street, New York, New York 10022, as holder of Note A-1, DBR INVESTMENTS CO. LIMITED (“DBRI”), a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-2, DBRI, as the holder of the Note A-3 DBRI as the holder of Note A-4, DBRI as the holder of Note A-5 and DBRI as the holder of Note A-6.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 20, 2019 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-3 Holder)Agreement Between Noteholders • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of August 20, 2019 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”), GSBi, a New York state-chartered bank (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”) and GSBi, a New York state-chartered bank (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 Noteholders”).
CO-LENDER AGREEMENT Dated as of July 6, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (an Initial Note A Holder), WELLS FARGO BANK, NATIONAL ASSOCIATION (an Initial Note A Holder), GOLDMAN SACHS BANK USA (an Initial Note A Holder), DEUTSCHE...Co-Lender Agreement • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities • New York
This CO-LENDER AGREEMENT (together with the exhibits and schedules hereto and all amendments hereof and supplements hereto, this “Agreement”) is dated as of July 6, 2019, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as an Initial Note A Holder, WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”), as an Initial Note A Holder, GOLDMAN SACHS BANK USA (“GS Bank”), as an Initial Note A Holder, DBNY, as Initial Note B-1 Holder, GS Bank, as Initial Note B-2 Holder, and WFB, as Initial Note B-3 Holder.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Midland Loan Services, a Division of PNC Bank, National Association, Master Servicer, Rialto Capital Advisors, LLC, Special Servicer, PARK BRIDGE LENDER SERVICES LLC, Operating Advisor and...Pooling and Servicing Agreement • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • 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 2019-GC41 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-GC41 Underwriting Agreement Dated as of August 5, 2019Underwriting Agreement • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities
Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 Bancroft Capital, LLC 501 Office Center Drive, Suite 130 Fort Washington, Pennsylvania 19034
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 3, 2019 between MORGAN STANLEY BANK, N.A., (Note A-1 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION, (Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, (Note A-3 Holder) GOLDMAN SACHS BANK USA,...Agreement Between Noteholders • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of July 11, 2019 by and among BARCLAYS BANK PLC (Note A-1-A and Note B-1 Holder) BARCLAYS CAPITAL REAL ESTATE INC. (Initial Note A-1-B Holder, Initial Note A-1-D Holder and Initial Note A-1-E Holder) BANK OF AMERICA, N.A....Co-Lender Agreement • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities • New York
Reference is hereby made to the Co-Lender Agreement, dated as of July 11, 2019 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch and Goldman Sachs Bank USA and each lender from time to time party thereto.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and German American Capital Corporation, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2019 Citigroup Commercial Mortgage Trust 2019-GC41 Commercial Mortgage Pass- Through...Mortgage Loan Purchase Agreement • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities • New York
GOLDMAN SACHS MORTGAGE COMPANY,Mortgage Loan Purchase Agreement • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities • New York
In addition, leases to Venetian Casino Resort, LLC are listed as an exception to lender’s title policy and such exception is not qualified by “rights of tenants, as tenants only”.
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, PACIFIC LIFE INSURANCE COMPANY and...Pooling and Servicing Agreement • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • 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., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 1, 2019 Citigroup Commercial Mortgage Trust 2019-GC41 Commercial Mortgage Pass- Through...Mortgage Loan Purchase Agreement • August 20th, 2019 • Citigroup Commercial Mortgage Trust 2019-Gc41 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of August 1, 2019, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Citi Real Estate Funding Inc., a New York corporation, as seller (the “Seller”).
