AGREEMENT BETWEEN NOTE HOLDERS Dated as of August 22, 2019 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1 Holder) DBR INVESTMENTS CO. LIMITED (Initial Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Agent)Agreement Between Note Holders • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of August 22, 2019 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” 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”), DBR INVESTMENTS CO. LIMITED (“DBRI” and, 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”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).
CO-LENDER AGREEMENT Dated as of August 9, 2019 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2-2 Holder) and CITI...Co-Lender Agreement • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 9, 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”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-1, the “Initial Note A-2-1 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-2, the “Initial Note A-2-2 Holder”) and CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2-1 Holder and the Initial Note A-2-2 Holder, the “Initial Note Holders”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 3rd, 2021 • GS Mortgage Securities Trust 2019-Gc42 • 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 GERMAN AMERICAN CAPITAL CORPORATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2019 GS Mortgage Securities Trust 2019-GC42 Commercial Mortgage Pass-Through Certificates Series...Mortgage Loan Purchase Agreement • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 1, 2019, is between GS Mortgage Securities Corporation II, a Delaware corporation, as purchaser (in such capacity, the “Purchaser”), and German American Capital Corporation, a Maryland corporation, as seller (the “Seller”).
CO-LENDER AGREEMENT Dated as of August 1, 2019 between CITI REAL ESTATE FUNDING INC. (Note A-1 Holder) and ARGENTIC REAL ESTATE FINANCE LLC (Note A-2 Holder) Center of ExcellenceCo-Lender Agreement • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 1, 2019, is between CITI REAL ESTATE FUNDING INC., a New York corporation (“Citi”), having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013, as the Initial Note A-1 Holder, and ARGENTIC REAL ESTATE FINANCE LLC, a Delaware limited liability company (“AREF”), having an address at 40 West 57th Street, 29th Floor, New York, New York 10019, as the Initial Note A-2 Holder; (the Initial Note A-1 Holder and the Initial Note A-2 Holder are each referred to herein as an “Initial Note Holder” and collectively the “Initial Note Holders”).
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) GOLDMAN SACHS BANK USA (Initial Note A-3 Holder) and GOLDMAN SACHS BANK USA...Agreement Between Noteholders • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • 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”), GSBi, a New York state-chartered bank (in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”) and GSBi, a New York state-chartered bank (in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder” and together with the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 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 • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • 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 • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • 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
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 • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • 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 • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • 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., 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 • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • 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
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2019 GS Mortgage Securities Trust 2019-GC42 Commercial Mortgage Pass-Through Certificates Series...Mortgage Loan Purchase Agreement • September 27th, 2019 • GS Mortgage Securities Trust 2019-Gc42 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 1, 2019, is between GS Mortgage Securities Corporation II, a Delaware corporation, as purchaser (in such capacity, the “Purchaser”), and Goldman Sachs Mortgage Company, a New York limited partnership, as seller (the “Seller”).
