AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 11, 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) and CITI REAL ESTATE FUNDING INC. (Initial Note A-3 Holder) 59...Agreement Between Note Holders • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of April 11, 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 described below, the “Initial Note A-1 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-2 described below, the “Initial Note A-2 Holder”) and CITI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, the “Initial Note A-3 Holder”); the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of June 17, 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) Western Digital R&D Campus Mortgage LoanCo-Lender Agreement • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated and effective as of June 17, 2019, by and between CITI REAL ESTATE FUNDING INC. (“CREFI” and together with its successors and assigns in interest, in its capacity as owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder and the Note A-2 Holder, the “Initial Note Holders”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 3rd, 2021 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED SERVICING AGREEMENT, effective as of October 31, 2021 (including the Exhibit and Annexes attached hereto, this “Agreement”), among Wells Fargo Bank, N.A. (“Wells Bank”) and Wells Fargo Delaware Trust Company, N.A. (“Wells Trust Company,” and together with Wells Bank, the “Sellers” and each, a “Seller”), Computershare Trust Company, N.A. (the “Bank Assets Purchaser”) and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser (together with the Bank Assets Purchaser, the “Purchasers” and each, a “Purchaser”), and Computershare Limited (“Guarantor”) (solely for purposes of Section 9.5).
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of July 1, 2019 GS Mortgage Securities Trust 2019-GC40 Commercial Mortgage Pass-Through Certificates Series 2019-GC40Mortgage Loan Purchase Agreement • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of June 24, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-3...Agreement Between Noteholders • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities
AGREEMENT BETWEEN NOTEHOLDERS Dated as of June 24, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-3...Agreement Between Noteholders • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders, dated as of June 24, 2019 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Deutsche Bank AG, New York Branch, and each lender from time to time a party thereto.
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of July 1, 2019 GS Mortgage Securities Trust 2019-GC40 Commercial Mortgage Pass-Through Certificates Series 2019-GC40Mortgage Loan Purchase Agreement • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities • New York
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and GERMAN AMERICAN CAPITAL CORPORATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of July 1, 2019 GS Mortgage Securities Trust 2019-GC40 Commercial Mortgage Pass-Through Certificates Series...Mortgage Loan Purchase Agreement • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities • New York
GS MORTGAGE SECURITIES CORPORATION II GS MORTGAGE SECURITIES TRUST 2019-GC40 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-GC40 Underwriting Agreement Dated as of June 26, 2019Underwriting Agreement • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Academy Securities, Inc. 140 East 45th Street, 5th Floor New York, New York 10017
AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 16, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-A Holder, Initial Note A-1-B Holder, Initial Note A-1-C Holder, Initial Note B- 1-A Holder, Initial Note B-1-B Holder, Initial...Agreement Between Noteholders • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders, dated as of May 16, 2019 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Deutsche Bank AG, New York Branch, and Wells Fargo Bank, National Association, and each lender from time to time party thereto.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 8, 2019 by and among GOLDMAN SACHS BANK USA (Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note B-2 Holder and Initial Note C-2 Holder) DEUTSCHE BANK AG, NEW YORK...Agreement Between Noteholders • July 11th, 2019 • GS Mortgage Securities Trust 2019-Gc40 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of March 8, 2019 by and between Goldman Sachs Bank USA (together with its successors and assigns in interest, “Goldman”), a New York limited partnership, having an address of 200 West Street, New York, New York 10282 (in its capacity as initial owner of Note A-2, Note A-3, Note A-4, Note B-2 and Note C-2, the “Initial Goldman Note Holder”, and in its capacity as the initial agent, the “Initial Agent”) and Deutsche Bank AG, New York Branch (“DBNY”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (in its capacity as initial owner of the Note A-1, Note B-1 and Note C-1, the “Initial DBNY Note Holder” and together with the Initial Goldman Note Holder, the “Initial Noteholders”).
