CO-LENDER AGREEMENT Dated as of October 30, 2018 by and between GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-2 Holder) TripAdvisor HQCo-Lender Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 30, 2018 by and between GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” 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 GSMC 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”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
connection with the foregoing and hereby ratifying, approving or confirming all that the [Master][Special] Servicer shall lawfully do or cause to be done by virtue hereof; provided that, if not earlier terminated, this power of attorney shall terminate on the Rated Final Distribution Date (as defined in the Pooling and Servicing Agreement).
CO-LENDER AGREEMENT Dated as of October 9, 2018 between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2-2 Holder)Co-Lender Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of October 9, 2018, is between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1, Note A-2-1 and Note A-2-2.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, KeyBank National Association, Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Special Servicer, PARK BRIDGE LENDER SERVICES LLC, Operating Advisor and...Pooling and Servicing Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • 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
CO-LENDER AGREEMENT Dated as of June 7, 2018 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DEUTSCHE BANK, AG, NEW YORK BRANCH WELLS FARGO BANK, NATIONAL ASSOCIATION and MORGAN STANLEY BANK, N.A. Aventura MallCo-Lender Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 7, 2018, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note A-2-A-5 and Note B-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”); DEUTSCHE BANK, AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note A-2-B-4, Note A-2-B-5 and Note B-2, the “Initial Note 2 Holder”); WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-D, Note A-2-D-1, Note A-2-D-2, Note A-2-D-3, Note A-2-D-4, Note A-2-D-5 and Note B-4, the “Initial Note 3 Holder”) and MORGAN STANLEY BANK, N.A. (“MSBNA” and together with it
CO-LENDER AGREEMENT Dated as of August 9, 2018 by and among BARCLAYS BANK PLC (Initial Note 1 Holder) SOCIÉTÉ GÉNÉRALE (Initial Note 2 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note 3 Holder) Christiana MallCo-Lender Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among BARCLAYS BANK PLC (“Barclays”, in its capacity as initial owner of Note A-1-A, Note A-1-B, Note A-1-C, Note A-1-D, Note A-1-E and Note B-1 the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), SOCIÉTÉ GÉNÉRALE (“SG”, in its capacity as initial owner of Note A-2-A, Note A-2-B, Note A-2-C, Note A-2-D, Note A-2-E and Note B-2, the “Initial Note 2 Holder”) and DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”, in its capacity as initial owner of Note A-3-A, Note A-3-B, Note A-3-C and Note B-3, the “Initial Note 3 Holder” and, together with the Initial Note 1 Holder and the Initial Note 2 Holder, the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of October 30, 2018 between DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Note A-1-1 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Note A-1-2 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW...Co-Lender Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of October 30, 2018, is between DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1-1, DBNY as the holder of Note A-1-2, DBNY as the holder of Note A-1-3, DBNY as the holder of Note A-1-4, DBNY as the holder of Note A-2, DBNY as the holder of Note A-3, DBNY as the holder of Note A-4, GOLDMAN SACHS MORTGAGE COMPANY (“Goldman”), a New York limited partnership, having an address at 200 West Street, New York, New York 10282, as the holder of Note A-5, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells”), having an address at c/o Wells Fargo Commercial Mortgage Servicing, 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 28202, as the holder of Note A-6 and Wells as the holder of Note A-7.
SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 12, 2018 between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BENCHMARK 2018-B6 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES...Co-Lender Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
THIS SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of October 12, 2018, is between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BENCHMARK 2018-B6 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2018-B6, as the holder of Note A-1 (together with any subsequent holder of Note A-1, the “Note A-1 Holder”) and Note A-3-1 (together with any subsequent holder of Note A-3-1, the “Note A-3-1 Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-2-1, Note A-2-2 and Note A-3-2, BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”), as the holder of Note A-4, and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST
AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 23, 2018 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-A Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-B Holder) and BANK OF AMERICA, N.A. (Initial Note A-2-A...Agreement Between Noteholders • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders, dated as of March 23, 2018 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Deutsche Bank AG, New York Branch, and Bank of America, N.A., and each lender from time to time party thereto.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of October 30, 2018 by and between DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Initial Note A Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Initial Note B Holder) Carolina 7-11 PortfolioAgreement Between Noteholders • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders, dated as of October 30, 2018 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Deutsche Bank AG, acting through its New York Branch, as the Initial Note A Holder, and Deutsche Bank AG, acting through its New York Branch, as the Initial Note B Holder, and each lender from time to time party thereto.
DBGS 2018-C1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-C1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this Underwriting Agreement (this “Agreement”), to sell to Deutsche Bank Securities Inc. (“DBSI”), Goldman Sachs & Co. LLC (“GS&Co.” and, together with DBSI and GS&Co., the “Lead Underwriters”) and Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, together with the Lead Underwriters and Academy, the “Underwriters” and each, an “Underwriter”) its DBGS 2018-C1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-C1, Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B and Class C (the “Offered Certificates”). The Offered Certificates, together with the Class X-B, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR, Class H-RR, Class S, Class R and Class RR Certificates and the RR Interest (together with the RR Certificates, the “VRR Interest”), evidence t
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • October 30th, 2018 • DBGS 2018-C1 Mortgage Trust • Asset-backed securities • New York
connection with the foregoing and hereby ratifying, approving or confirming all that the [Master][Special] Servicer shall lawfully do or cause to be done by virtue hereof; provided that, if not earlier terminated, this power of attorney shall terminate on the Rated Final Distribution Date (as defined in the Pooling and Servicing Agreement).
