CO-LENDER AGREEMENT Dated as of November 1, 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)Co-Lender Agreement • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 22, 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, the “Initial Note A-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 and the Initial Note A-2 Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • Asset-backed securities • New York
perform any and every lawful act necessary, requisite, or proper in 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).
AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 8, 2019 by and among Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2019-GC41, Commercial...Agreement Between Noteholders • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • Asset-backed securities • New York
THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS, dated as of November 8, 2019 by and between Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2019-GC41, Commercial Mortgage Pass-Through Certificates, Series 2019-GC41 (in its capacity as holder of Note A-1, the “Note A-1 Holder”), Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GC42, Commercial Mortgage Pass-Through Certificates, Series 2019-GC42 (in its capacity as holder of Note A-2, the “Note A-2 Holder”), Goldman Sachs Bank USA, a New York state-chartered bank (together with its successors and assigns in interest, “GSBI”, and in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”), GSBi (in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”), GSBi (in its capacity as initial owner of Note A-5, the “Initial Note A-5 Hol
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...Lender Agreement • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • 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.
CO-LENDER AGREEMENT Dated as of October 21, 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), MORGAN STANLEY BANK, NATIONAL ASSOCIATION (an Initial Note...Co-Lender Agreement • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • 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 October 21, 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, MORGAN STANLEY BANK, NATIONAL ASSOCIATION (“MSBNA”), as an Initial Note A Holder, DBNY, as Initial Note B-1 Holder, MSBNA, 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 • December 12th, 2019 • COMM 2019-Gc44 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
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • Asset-backed securities • New York
perform any and every lawful act necessary, requisite, or proper in 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 September 30, 2019 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note Holder of Note A-1-1, Note A-2-1, Note A-2-2, Note A-2-3 and Note B-1-1) and BANK OF AMERICA, N.A. (Initial Note Holder of Note A-1-2,...Co-Lender Agreement • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of September 30, 2019, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and together with its successors and assigns in interest, as initial owner of Note A-1-1, Note A-2-1, Note A-2-2, Note A-2-3 and Note B-1-1, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, as initial owner of Note A-1-2, Note A-2-4, Note A-2-5 and Note B-1-2) and GOLDMAN SACHS BANK USA (“GS Bank” and together with its successors and assigns in interest, as initial owner of Note A-1-3, Note A-2-6, Note A-2-7 and Note B-1-3, and, collectively with WFB and BANA, the “Initial Note Holders”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 21, 2019 by and between DBR INVESTMENTS CO. LIMITED (Initial Note A-1 Holder) and DBR INVESTMENTS CO. LIMITED (Initial Note A-2 Holder) and DBR INVESTMENTS CO. LIMITED (Initial Note A-3 Holder) and...Agreement • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of November 21, 2019, is made by and between DBR INVESTMENTS CO. LIMITED (“DB” and, together with its successors and assigns in interest, 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”), DB, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”), DB, in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), DB, in its capacity as initial owner of Note A-4 (the “Initial Note A-4 Holder”), DB, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”) and DB, in its capacity as initial owner of Note B (the “Initial Note B Holder”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 12, 2019 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial A-6 Holder and...Agreement Between Noteholders • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of November 12, 2019 by and between Goldman Sachs Bank USA, a New York state-chartered bank, having an address at 200 West Street, New York, New York 10282 (“Goldman” and in its capacity as initial owner of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 and Note A-7, the “Initial Note Holders”) and Goldman Sachs Bank USA, a New York state-chartered bank, having an address at 200 West Street, New York, New York 10282 (in its capacity as the initial agent, the “Initial Agent”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 1, 2019 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 and Initial Note B-1-1 Holder) GOLDMAN SACHS BANK USA (Initial...Agreement Between Noteholders • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of November 1, 2019 by and between JPMorgan Chase Bank, National Association (“JPM” and in its capacity as initial owner of Note A-1-1, Note A-1-2, Note A-1-3 and Note B-1-1, the “Initial JPM Note Holder”, and in its capacity as the initial agent, the “Initial Agent”), a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 and Goldman Sachs Bank USA, a New York state-chartered bank, having an address at 2001 Ross Avenue, 30th Floor, Dallas, Texas 75201 (“Goldman” and in its capacity as initial owner of Note A-1-4 and Note B-1-2, the “Initial Goldman Note Holder” and together with the Initial JPM Note Holder, the “Initial Noteholders”).
COMM 2019-GC44 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-GC44 UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2019 • COMM 2019-Gc44 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.”), Citigroup Global Markets Inc. (“CGMI” and, together with DBSI and GS&Co., the “Lead Underwriters”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, together with the Lead Underwriters and Academy, the “Underwriters” and each, an “Underwriter”) its COMM 2019-GC44 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-GC44, Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, 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, Class RR, Class 180W-A, Class 180W-B, Class 180W-C and Class
AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 12, 2019 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder and Initial Note A-2 Holder) COBB PLACEAgreement Between Noteholders • December 12th, 2019 • COMM 2019-Gc44 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of November 12, 2019 by and between Goldman Sachs Bank USA, a New York state-chartered bank, having an address at 200 West Street, New York, New York 10282 (“Goldman” and in its capacity as initial owner of Note A-1 and Note A-2, the “Initial Note Holders”) and Goldman Sachs Bank USA, a New York state-chartered bank, having an address at 200 West Street, New York, New York 10282 (in its capacity as the initial agent, the “Initial Agent”).
