CO-LENDER AGREEMENT Dated as of July 30, 2021 by and among GOLDMAN SACHS BANK USA (Initial Note A-1-S Holder, Initial Note A-1-C-1 – Note A-1-C-8 Holder and Initial Note B-1 Holder), DBR INVESTMENTS CO. LIMITED (Initial Note A-2-S Holder, Initial Note...Co-Lender Agreement • September 30th, 2021 • Benchmark 2021-B29 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of July 30, 2021 by and among GOLDMAN SACHS BANK USA (“GS Bank” and in its capacity as the initial holder of Note A-1-S, Note A-1-C-1 – Note A-1-C-8 and Note B-1, the “Initial GS Bank Note Holder” and in its capacity as the initial agent, the “Initial Agent”), DBR INVESTMENTS CO. LIMITED (“DBRI” and in its capacity as the initial holder of Note A-2-S, Note A-2-C-1 – Note A-2-C-6 and Note B-2, the “Initial DBRI Note Holder”) and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (“BMO” and in its capacity as the initial holder of Note A-3-S, Note A-3-C-1 – Note A-3-C-3 and Note B-3, the “Initial BMO Note Holder”, and collectively with the Initial GS Bank Note Holder and the Initial DBRI Note Holder, the “Initial Note Holders”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 3rd, 2021 • Benchmark 2021-B29 Mortgage Trust • 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 GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 30, 2021 Benchmark 2021-B29 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2021-B29Pooling and Servicing Agreement • September 30th, 2021 • Benchmark 2021-B29 Mortgage Trust • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 13, 2021 by and among BANK OF AMERICA, N.A. (Initial Note A-1 Holder, Initial Note A-2-1 Holder and Initial Note A-2-2 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-3 Holder) The DomainAgreement Between Noteholders • September 30th, 2021 • Benchmark 2021-B29 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of July 13, 2021 by and between BANK OF AMERICA, N.A. (together with its successors and assigns in interest, “BANA”), a national banking association, in its capacity as initial owner of Note A-1 (the “Initial Note A-1 Holder”), in its capacity as initial owner of Note A-2-1 (the “Initial Note A-2-1 Holder”), in its capacity as initial owner of Note A-2-2 (the “Initial Note A-2-2 Holder”), and in its capacity as the initial agent, (the “Initial Agent”), and GOLDMAN SACHS BANK USA (together with its successors and assigns in interest, “GSB”), a New York state-chartered bank, in its capacity as initial owner of 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 Noteholders”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 19, 2021 by and between DBR Investments Co. Limited (Initial Note A-1 Holder), DBR Investments Co. Limited (Initial Note A-2 Holder) DBR Investments Co. Limited (Initial Note A-3 Holder), DBR...Agreement • September 30th, 2021 • Benchmark 2021-B29 Mortgage Trust • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of August 24, 2021 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-1-S Holder, Initial Note A-1-C1 Holder, Initial Note A-1-C2 Holder and Initial Note B-1-S Holder and Barclays Capital Real...Co-Lender Agreement • September 30th, 2021 • Benchmark 2021-B29 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 24, 2021, by and between 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-S, the “Initial Note A-1-S Holder”, in its capacity as initial owner of Note A-1-C1, the “Initial Note A-1-C1 Holder”, in its capacity as initial owner of Note A-1-C2, the “Initial Note A-1-C2 Holder”, in its capacity as initial owner of Note B-1-S, the “Initial Note B-1-S Holder”, and in its capacity as the initial agent, the “Initial Agent”), and BARCLAYS CAPITAL REAL ESTATE INC. (“BCREI”, and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-S, the “Initial Note A-2-S Holder”, in its capacity as initial owner of Note A-2-C1. the “Initial Note A-2-C1 Holder”, in its capacity as initial owner of Note A-2-C2, the “Initial Note A-2-C2 Holder”, and in its capacity as initial owner of Note B-2-S, the “I
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 30, 2021 Benchmark 2021-B29 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2021-B29Pooling and Servicing Agreement • September 30th, 2021 • Benchmark 2021-B29 Mortgage Trust • Asset-backed securities • New York
Property and (iii) the Walgreens – Oklahoma City Mortgaged Property. Walgreen Co. has, pursuant to a subordination, non-disturbance and attornment agreement, agreed that such rights of first refusal shall be expressly inapplicable to any foreclosure of the related mortgage, deed-in-lieu thereof, or any other enforcement of the mortgage. Under the lease for the sole tenant at the Walgreens - Alton Mortgaged Property, Walgreen Co. has a right of first offer to purchase the Mortgaged Property upon the borrower’s election to sell the Mortgaged Property. Pursuant to the terms of the lease, such right of first offer is inapplicable in connection with a sale of at least two properties, including the Mortgaged Property, to the same buyer, provided the sale price of the properties (other than the Mortgaged Property) sold to such buyer is at least $250,000. Walgreen Co. has, pursuant to a subordination, non-disturbance and attornment agreement, agreed that such right of first offer shall be expr
GS MORTGAGE SECURITIES CORPORATION II BENCHMARK 2021-B29 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021-B29 Underwriting Agreement Dated as of September 17, 2021Underwriting Agreement • September 30th, 2021 • Benchmark 2021-B29 Mortgage Trust • Asset-backed securities
GS Mortgage Securities Corporation II, a Delaware corporation (the “Company”), proposes to cause to be issued its Benchmark 2021-B29 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B29 and cause to be created the RR Interest, under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of September 1, 2021, among the Company, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and proposes to sell the Class A-1, Class A-2, Class A-3, C
