AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 8, 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)...Agreement Between Note Holders • February 27th, 2019 • GS Mortgage Securities Trust 2019-Gc38 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of February 8, 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”), 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”) and CITI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 described below, the “Initial Note A-4 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder and the Initial Note A-4 Holder are referred to collectively herein as the “Initial Note Holders
CO-LENDER AGREEMENT Dated as of February 27, 2019 by and between GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) 365 BondCo-Lender Agreement • February 27th, 2019 • GS Mortgage Securities Trust 2019-Gc38 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of February 27, 2019 by and between GOLDMAN SACHS BANK USA (“GS Bank” 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 GS Bank 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”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 3rd, 2021 • GS Mortgage Securities Trust 2019-Gc38 • 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 CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of February 1, 2019 GS Mortgage Securities Trust 2019-GC38 Commercial Mortgage Pass-Through Certificates Series 2019-GC38Mortgage Loan Purchase Agreement • February 27th, 2019 • GS Mortgage Securities Trust 2019-Gc38 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of February 1, 2019, is between GS Mortgage Securities Corporation II, a Delaware corporation, as purchaser (in such capacity, the “Purchaser”), and Citi Real Estate Funding Inc., a New York corporation, as seller (the “Seller”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer, lnr partners, llc, Special Servicer, Park Bridge lender services llc, Operating Advisor and Asset Representations Reviewer, citibank,...Pooling and Servicing Agreement • February 27th, 2019 • GS Mortgage Securities Trust 2019-Gc38 • 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 February 1, 2019 GS Mortgage Securities Trust 2019-GC38 Commercial Mortgage Pass-Through Certificates Series 2019-GC38Mortgage Loan Purchase Agreement • February 27th, 2019 • GS Mortgage Securities Trust 2019-Gc38 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (“Agreement”), dated as of February 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”).
GS MORTGAGE SECURITIES CORPORATION II GS MORTGAGE SECURITIES TRUST 2019-GC38 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-GC38 Underwriting Agreement Dated as of February 13, 2019Underwriting Agreement • February 27th, 2019 • GS Mortgage Securities Trust 2019-Gc38 • Asset-backed securities
GS Mortgage Securities Corporation II, a Delaware corporation (the “Company”), proposes to cause to be issued its GS Mortgage Securities Trust 2019-GC38, Commercial Mortgage Pass-Through Certificates, Series 2019-GC38 (the “Certificates”), consisting of 19 classes designated as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class I-RR, Class S and Class R Certificates under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2019, among the Company, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), Wilmington Tru
