AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 28, 2020 by and between ARGENTIC REAL ESTATE FINANCE LLC (Note A-1 Holder) and UBS AG (Note A-2 Holder) and ARGENTIC REAL ESTATE FINANCE LLC (Note A-3 Holder) and UBS AG (Note A-4 Holder) and...Agreement Between Note Holders • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 28, 2020 by and between ARGENTIC REAL ESTATE FINANCE LLC, a Delaware limited liability company (“Argentic” and, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG” and, together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Note A-2 Holder”), Argentic (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Note A-3 Holder”), UBS AG (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-4, the “Note A-4 Holder”) and Argentic (together with its successors and assigns in interest, in its capacity as initial owner of the Note
CO-LENDER AGREEMENT Dated as of November 20, 2020 by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BENCHMARK 2020-B19 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES...Co-Lender Agreement • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities • New York
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 29, 2020 GS Mortgage Securities Trust 2020-GSA2 Commercial Mortgage Pass-Through Certificates Series...Pooling and Servicing Agreement • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities • New York
Mortgaged Property), provided that (i) such trust account is structured such that the applicable Mortgagor’s funds are readily identifiable and (ii) upon the occurrence of an event of default, the Mortgagor is required to (A) establish a separate operating account to hold the Mortgagor’s funds (which account may not hold funds unrelated to the Mortgaged Property) and (B) transfer all of the Mortgagor’s funds to such separate operating account.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of February 26, 2020 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) White Oak CrossingAgreement Between Noteholders • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS, dated as of February 26, 2020 by and between GOLDMAN SACHS BANK USA (together with its successors and assigns in interest, “GSBI”), a New York state-chartered bank (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”), and GSBi, a New York state-chartered bank (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder” and together with the Initial Note A-1 Holder, the “Initial Noteholders”).
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 29, 2020 GS Mortgage Securities Trust 2020-GSA2 Commercial Mortgage Pass-Through Certificates Series 2020-GSA2Mortgage Loan Purchase Agreement • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities • New York
terrorism insurance marketplace as the result of a terrorism event which results in a material increase in terrorism insurance premiums, provided that terrorism insurance is commercially available, the related Borrower (or the MGM Tenant) will be required to maintain terrorism insurance as required by the Whole Loan documents; provided, however, that it will not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the Whole Loan documents (without giving effect to the cost of the terrorism, flood, earthquake and windstorm components of such casualty and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, the Borrower (or the MGM Tenant) will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Midland Loan Services, a Division of PNC Bank, National Association, Master Servicer, Rialto capital advisors, llc, Special Servicer, Pentalpha Surveillance LLC, Operating Advisor and Asset...Pooling and Servicing Agreement • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • 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
AGREEMENT BETWEEN NOTEHOLDERS Dated as of December 29, 2020 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder) GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-3 Holder) Cabinetworks PortfolioAgreement • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of December 7, 2020 between CITI REAL ESTATE FUNDING INC. (Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Note A-2 Holder and Note A-3 Holder)Co-Lender Agreement • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of December 7, 2020, is between CITI REAL ESTATE FUNDING INC., a New York corporation (“Citi”), having an address at 390 Greenwich Street, 7th Floor, New York, New York, as Note A-1 Holder, and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (“Starwood”), having an address at 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, as Note A-2 Holder and Note A-3 Holder.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 3, 2019 between MORGAN STANLEY BANK, N.A., (Note A-1 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION, (Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, (Note A-3 Holder) GOLDMAN SACHS BANK USA,...Agreement • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities • New York
AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 23, 2020 by and among CITI REAL ESTATE FUNDING INC. (As Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A and Note B-5-B) and BARCLAYS CAPITAL REAL ESTATE INC. (As...Agreement Between Noteholders • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities
THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS, dated as of JULY 23, 2020 by and between (i) WILMINGTON TRUST, NATIONAL ASSOCIATION (together with its successors in interest, “WTNA”), a national banking association (in its capacity as trustee, on behalf of the registered holders of the BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, as Initial Noteholder (as defined herein) of Note A-1, Note A-2, Note A-3, Note A-4, Note B-1-A, Note B-2-A, Note B-3-A, Note B-4-A, Note B-1-B, Note B-2-B, Note B-3-B, Note B-4-B, Note C-1, Note C-2, Note C-3 and Note C-4), (ii) CITI REAL ESTATE FUNDING INC. (together with its successors in interest, “CREFI”), a New York corporation (in its capacity as Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A and Note B-5-B), (iii) BARCLAYS CAPITAL REAL ESTATE INC. (together with its successors in interest “BCREI”), a Delaware corporation (in its capacity as Initial Noteholder of Note
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and ARGENTIC REAL ESTATE FINANCE LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 29, 2020 GS Mortgage Securities Trust 2020-GSA2 Commercial Mortgage Pass-Through Certificates Series...Pooling and Servicing Agreement • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities • New York
casualty involving more than one property, the affected owners (and, to the extent provided by the REA and the related Mortgage Loan documents, their mortgagees) shall consult and reasonably agree as to the cost and method of payment for restoration work, the time, and the parties to perform the necessary work. If the affected parties cannot agree within 60 days after insurance proceeds are made available for restoration, any open issues may be submitted by any party to an Independent Expert (with respect to insurance matters, “a reputable and independent Person with experience in commercial real estate insurance”) for determination. The mortgagee of any affected property may participate in any dispute involving an Independent Expert. (iv) Insurance Syndicate. The Mortgage Loan documents permit required coverages to be provided by an insurance syndicate satisfying certain requirements, as follows: (A) if such syndicate consists of 5 or more members, at least 60% of the coverage is prov
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and STARWOOD MORTGAGE CAPITAL LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 29, 2020 GS Mortgage Securities Trust 2020-GSA2 Commercial Mortgage Pass-Through Certificates Series 2020-GSA2Pooling and Servicing Agreement • December 29th, 2020 • GS Mortgage Securities Trust 2020-Gsa2 • Asset-backed securities • New York
With respect to (l): the related ground lease does not expressly provide that a new ground lease is required in connection with a rejection of such ground lease in a bankruptcy proceeding.
