Benchmark 2025-B41 Mortgage Trust Sample Contracts
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and UBS AG NEW YORK BRANCH, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 4, 2025 Benchmark 2025-B41 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2025-B41Mortgage Loan Purchase Agreement • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 4, 2025, is between GS Mortgage Securities Corporation II, a Delaware corporation, as purchaser (in such capacity, the “Purchaser”), and UBS AG New York Branch, an Office of the Comptroller of the Currency regulated branch of a foreign bank, as seller (the “Seller”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 20, 2025, by and between GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) and GOLDMAN SACHS BANK USA (Initial Junior Noteholder) PLYMOUTH MEETING...Agreement Between Noteholders • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of May 20, 2025 by and between GOLDMAN SACHS BANK USA (“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 (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”) and GSBI (in its capacity as initial owner of the Junior Note, the “Initial Junior Noteholder”).
GS MORTGAGE SECURITIES CORPORATION II BENCHMARK 2025-B41 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2025-B41 Underwriting Agreement Dated as of August 15, 2025Underwriting Agreement • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities
Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 1 Columbus Circle New York, New York 10019
CO-LENDER AGREEMENT Dated as of May 20, 2025 by and among GERMAN AMERICAN CAPITAL CORPORATION (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A- 1-4 Holder, Initial Note A-1-5 Holder, Initial Note A-1-6...Co-Lender Agreement • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated and effective as of May 20, 2025, by and among GERMAN AMERICAN CAPITAL CORPORATION (“GACC” and together with its successors and assigns in interest, in its capacity as owner of Note A-1-1, the “Initial Note A-1-1 Holder”, in its capacity as owner of Note A-1-2, the “Initial Note A-1-2 Holder”, in its capacity as owner of Note A-1-3, the “Initial Note A-1-3 Holder”, in its capacity as owner of Note A-1-4, the “Initial Note A-1-4 Holder”, in its capacity as owner of Note A-1-5, the “Initial Note A-1-5 Holder”, in its capacity as owner of Note A-1-6, the “Initial Note A-1-6 Holder”, in its capacity as owner of Note A-1-7, the “Initial Note A-1-7 Holder”, in its capacity as owner of Note A-1-8, the “Initial Note A-1-8 Holder”) and in its capacity as the initial agent, the “Initial Agent”), GOLDMAN SACHS BANK USA (“GSBI” and together with its successors and assigns in interest, in its capacity as owner of Note A-2-1, the “Initial Note A-2-1
AGREEMENT BETWEEN NOTE HOLDERS Dated as of July 8, 2025 by and between UBS AG (Note A-1 Holder) and UBS AG (Note A-2 Holder) The Hotel CollectionAgreement Between Note Holders • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of July 8, 2025 by and between UBS AG New York Branch (“UBS AG” and, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Note A-2 Holder” and together with the Note A-1 Holder, the “Note Holders”).”
CO-LENDER AGREEMENT Dated as of June 26, 2025 between DBR INVESTMENTS CO. LIMITED (Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder) and UBS AG (Note A-5 Holder, Note A-6 Holder, Note A-7 Holder, Note A-8 Holder, Note A-9 Holder,...Co-Lender Agreement • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of June 26, 2025, is between DBR INVESTMENTS CO. LIMITED, an Exempted Company incorporated in the Cayman Islands, having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019 (“DBRI”), as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder, and UBS AG, New York Branch, a Swiss baking corporation, having an address at 11 Madison Avenue, 8th Floor, New York, New York 10010 (“UBS AG”), as Note A-5 Holder, Note A-6 Holder, Note A-7 Holder, Note A-8 Holder, Note A-9 Holder, Note A-10 Holder and Note A-11 Holder.
AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 18, 2025 by and between UBS AG (Note A-1 Holder) and UBS AG (Note A-2 Holder) and UBS AG (Note A-3 Holder) and UBS AG (Note A-4 Holder) and UBS AG (Note A-5 Holder) and UBS AG (Note A-6 Holder) and...Agreement Between Note Holders • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of February 18, 2025 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG” and, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Note A-2 Holder”), UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Note A-3 Holder”), UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the “Note A-4 Holder”), UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-5, the “Note A-5 Holder”), UBS AG (together with its successors and assigns in inter
CO-LENDER AGREEMENT Dated as of May 20, 2025 by and among GOLDMAN SACHS BANK USA, MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, and BARCLAYS CAPITAL REAL ESTATE INC.Co-Lender Agreement • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 20, 2025, by and among GOLDMAN SACHS BANK USA GS (“GS” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, Note A-2 described below and Note A-3 described below (collectively defined as “GS Notes”), the “Initial GS Note Holder” and, in its capacity as the initial agent, the “Initial Agent”), BARCLAYS CAPITAL REAL ESTATE INC. (“BCREI” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 described below and Note A-5 described below, the “Initial BCREI Note Holder”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MS” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-6 described below and Note A-7 described below, the “Initial MS Note Holder”); and collectively with the Initial GS Note Holder and the Initial BCREI Note Holder, the “Initial Note Holders”).
BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC., as Depositor Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer ARGENTIC SERVICES COMPANY LP, as Special Servicer COMPUTERSHARE TRUST COMPANY, NATIONAL...Pooling and Servicing Agreement • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 21, 2025 by and between UBS AG NEW YORK BRANCH (Senior Noteholder) and NEW YORK STATE TEACHERS’ RETIREMENT SYSTEM (Junior Noteholder) 15 JamesAgreement Between Noteholders • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York
BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC, as Depositor MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer CWCapital Asset Management LLC, as Special Servicer COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as...Pooling and Servicing Agreement • August 19th, 2025 • Benchmark 2025-B41 Mortgage Trust • Asset-backed securities • New York