CO-LENDER AGREEMENT Dated as of October 21, 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 • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 21, 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”), 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 in its capacity as the initial agent, the “Initial Agent”) 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”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of January 30, 2020 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) Property Commerce PortfolioAgreement Between Noteholders • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of January 30, 2020 by and between DBR INVESTMENTS CO. LIMITED (Initial Note A-1 Holder), DBR INVESTMENTS CO. LIMITED (Initial Note A-2-1 Holder), DBR INVESTMENTS CO. LIMITED (Initial Note A-2-2 Holder), DBR...Agreement Between Noteholders • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders, dated as of January 30, 2020 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between DBR Investments Co. Limited, and each lender from time to time a party thereto.
AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 9, 2019 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1-S1 Holder, Initial Note A-1-S2 Holder, Initial Note A-1-RL Holder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder, Initial...Agreement Between Note Holders • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS, dated as of December 9, 2019, by and between MORGAN STANLEY BANK, N.A., a national banking association (“MSBNA”), as initial owner of Note A-1-S1, Note A-1-S2, Note A-1-RL, Note A-1-C1, Note A-1-C2, Note A-1-C3, Note A-1-C4, Note A-1-C5, Note B-1-S, Note B-1-RL and Note C-1-S (in such capacities, the “Initial Note A-1-S1 Holder,” the “Initial Note A-1-S2 Holder,” the “Initial Note A-1-RL Holder,” the “Initial Note A-1-C1 Holder,” the “Initial Note A-1-C2 Holder,” the “Initial Note A-1-C3 Holder,” the “Initial Note A-1-C4 Holder,” the “Initial Note A-1-C5 Holder,” the “Initial Note B-1-S1 Holder,” the “Initial Note B-1-RL Holder” and the “Initial Note C-1-S Holder,” respectively, Citi Real Estate Funding Inc., a New York Corporation (“CREFI”), as initial owner of Note A-2-S1, Note A-2-S2, Note A-2-RL, Note A-2-C1, Note A-2-C2, Note A-2-C3, Note A-2-C4, Note A-2-C5, Note B-2-S, Note B-2-RL and Note C-2-S (in such capacities, the “Initial Note A-2-S1 H
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 • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • 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”).
CO-LENDER AGREEMENT Dated as of December 5, 2019Co-Lender Agreement • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of December 5, 2019, by and among BARCLAYS BANK PLC, a public limited company registered in England and Wales (“Barclays Bank”) having an address at 745 Seventh Avenue, New York, New York 10019 (in its capacity as the initial agent, the “Initial Agent”), CITI REAL ESTATE FUNDING INC., a New York corporation (“CREFI”) having an address at 388 Greenwich Street, New York, New York 10013, and BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation (“BCREI”) having an address at 745 Seventh Avenue, New York, New York 10019
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and GERMAN AMERICAN CAPITAL CORPORATION SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of January 1, 2020 GS Mortgage Securities Trust 2020-GC45 Commercial Mortgage Pass-Through Certificates Series...Mortgage Loan Purchase Agreement • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • Asset-backed securities • New York
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of January 1, 2020 GS Mortgage Securities Trust 2020-GC45 Commercial Mortgage Pass-Through Certificates Series 2020-GC45Mortgage Loan Purchase Agreement • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • Asset-backed securities • New York
So long as the master lease between the related mortgagor and Bellagio, LLC (the “Bellagio Tenant,” and such lease, the “Bellagio Lease”) is in effect, the related mortgagor shall not be required to maintain the coverages on the Mortgaged Property required in the Mortgage Loan documents or Representation 18 for so long as (A) the Bellagio Lease is in full force and effect, (B) no default by Bellagio Tenant beyond any applicable notice and cure period has occurred and is continuing under the Bellagio Lease and (C) Bellagio Tenant maintains insurance policies on the Mortgaged Property that satisfy the requirements set forth in the Mortgage Loan documents (the “Bellagio Policies”), (except it is acknowledged and agreed that the Bellagio Policies are permitted to vary from the requirements of the Mortgage Loan documents with respect to (x) the named storm sublimit which shall be no less than $700,000,000 per occurrence and (y) any property or terrorism deductible, which shall be no greater
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of January 1, 2020 GS Mortgage Securities Trust 2020-GC45 Commercial Mortgage Pass-Through Certificates Series 2020-GC45Mortgage Loan Purchase Agreement • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • Asset-backed securities • New York
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 • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • 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”).
AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 8, 2019 by and among Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Trust 2019-GC42, Commercial Mortgage...Amended and Restated Agreement Between Noteholders • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • Asset-backed securities • New York
THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS, dated as of November 8, 2019 by and between 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-1, the “Note A-1 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-2, the “Initial Note A-2 Holder”), GSBi (in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”) and GSBi (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”).
GS MORTGAGE SECURITIES CORPORATION II GS MORTGAGE SECURITIES TRUST 2020-GC45 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2020-GC45 Underwriting Agreement Dated as of January 10, 2020Underwriting Agreement • January 30th, 2020 • GS Mortgage Securities Trust 2020-Gc45 • 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
