SG Commercial Mortgage Securities Trust 2016-C5 Sample Contracts

AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 16, 2016 by and between SILVERPEAK REAL ESTATE FINANCE LLC (Initial Note A-1 Holder) and SILVERPEAK REAL ESTATE FINANCE LLC (Initial Note A-2 Holder) At Home Portfolio
Agreement Between Note Holders • July 20th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 16, 2016 by and between SILVERPEAK REAL ESTATE FINANCE LLC (“Silverpeak”, 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 Silverpeak (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”).

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CO-LENDER AGREEMENT Dated as of July 19, 2016 by and among BENEFIT STREET PARTNERS CRE FINANCE LLC (Initial Note A-1 Holder) and BENEFIT STREET PARTNERS CRE FINANCE LLC (Initial Note A-2 Holder) and BENEFIT STREET PARTNERS CRE FINANCE LLC (Initial...
Co-Lender Agreement • July 19th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of July 19, 2016 by and between BENEFIT STREET PARTNERS CRE FINANCE LLC, a Delaware limited liability company, having an address at 9 West 57th Street, Suite 4920, New York, New York 10019 (together with its successors in interest, “BSP”), as initial owner of the Note A-1 (in such capacity, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BSP, as initial owner of the Note A-2 (in such capacity, the “Initial Note A-2 Holder”), and BSP, as initial owner of the Note A-3 (in such capacity, 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”).

Second amended and restated SERVICING AGREEMENT
Servicing Agreement • November 2nd, 2021 • SG Commercial Mortgage Securities Trust 2016-C5 • 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).

CO-LENDER AGREEMENT Dated as of May 24, 2016 between NATIXIS REAL ESTATE CAPITAL LLC (Note A-1 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Note A-2 Holder)
Co-Lender Agreement • July 19th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of May 24, 2016, is between NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York 10020, as the holder of Note A-1 and Natixis, as the holder of Note A-2.

BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer, TORCHLIGHT LOAN SERVICES, LLC, as Special Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Certificate Administrator and Custodian,...
Trust and Servicing Agreement • July 20th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of June 1, 2016 among Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Servicer, Torchlight Loan Services, LLC, as Special Servicer and U.S. Bank National Association, as Trustee, Certificate Administrator and Custodian.

WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and BERKELEY POINT CAPITAL LLC, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of July 1, 2016 SG Commercial Mortgage Securities Trust 2016-C5 Commercial Mortgage Pass- Through...
Primary Servicing Agreement • July 20th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

This is a Primary Servicing Agreement (the “Agreement”), dated as of July 1, 2016, by and between BERKELEY POINT CAPITAL LLC, having an office at One Beacon Street, 14th Floor, Boston, Massachusetts 02108, and its successors and assigns (the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at MAC D1086, 550 South Tryon Street, 14th Floor, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).

CO-LENDER AGREEMENT Dated as of July 19, 2016 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-3 Holder)
Co-Lender Agreement • July 20th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of July 19, 2016, 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 the holder of Note A-1 and CCRE, as the holder of Note A-2.

AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 15, 2016 by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE SG COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5,...
Agreement Between Note Holders • September 28th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of September 15, 2016 by and between Wilmington Trust, National Association, as trustee, for the benefit of the registered holders of the SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 (“Note A-1 Holder”), SPREF WH III LLC (“SPREF”, in its capacity as the initial agent, the “Initial Agent”, and in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”), SPREF (in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), and SPREF (in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder” and, together with SPREF, as the initial holder of the Note A-1, the Initial Note A-2 Holder and the Initial Note A-3 Holder, the “Initial Note Holders”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • July 19th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of July 1, 2016, between Silverpeak Real Estate Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and SG Commercial Mortgage Securities, LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass Through Certificates, Series 2016-C5 UNDERWRITING AGREEMENT
Underwriting Agreement • July 19th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • July 19th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of July 1, 2016, between Benefit Street Partners CRE Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and SG Commercial Mortgage Securities, LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of July 19, 2016 between U.S. Bank National Association, as Trustee, for the benefit of the Holders of CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C4 (Note...
Co-Lender Agreement • July 19th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of July 19, 2016, is between U.S. Bank National Association, as Trustee, for the benefit of the Holders of CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C4 (“Note A-1 Holder,” Note A-4 Holder” and “Note A-5 Holder,” and their respective successors and assigns), 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 the holder of Note A-2-1, CCRE, as the holder of Note A-2-2, and Deutsche Bank Trust Company Americas, as Trustee, on behalf of the registered Holders of Citigroup Commercial Mortgage Trust 2016-C1, Commercial Mortgage Pass-Through Certificates, Series 2016-C1 (“Note A-3 Holder,” “Note A-6 Holder,” “Note A-7 Holder” and “Note A-8 Holder,” and their respective successors and assigns).

CO-LENDER AGREEMENT Dated as of July 19, 2016 between NATIXIS REAL ESTATE CAPITAL LLC (Note A-1 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Note A-2 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Note A-3 Holder) and NATIXIS REAL ESTATE CAPITAL LLC...
Co-Lender Agreement • July 20th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of July 19, 2016, by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York 10020, as the holder of Note A-1, Natixis, as the holder of Note A-2, Natixis, as the holder of Note A-3, Natixis, as the holder of Note A-4, Natixis, as the holder of Note A-5 and Natixis, as the holder of Note A-6.

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • July 19th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of July 1, 2016, between Natixis Real Estate Capital LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and SG Commercial Mortgage Securities, LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

CO-LENDER AGREEMENT Dated as of June 28, 2016 by and between BARCLAYS BANK PLC (Initial Note 1 Holder) SOCIÉTÉ GÉNÉRALE (Initial Note 2 Holder) Mall at Rockingham Park
Co-Lender Agreement • July 20th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 28, 2016, by and among BARCLAYS BANK PLC (“Barclays”, in its capacity as initial owner of Note A-1-A, Note A-1-B and Note B-1 the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and SOCIÉTÉ GÉNÉRALE (“SG”, in its capacity as initial owner of Note A-2-A, Note A-2-B and Note B-2, the “Initial Note 2 Holder” and, together with the Initial Note 1 Holder, the “Initial Note Holders”).

AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of May 5, 2016 between Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2016-CCRE28 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...
Co-Lender Agreement • July 20th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of May 5, 2016, is between Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2016-CCRE28 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CCRE28 (“Note A-1 Holder”), Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CFCRE 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3 (“Note A-2 Holder”), 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 the holder of Note A-3, CCRE, as the holder of Note A-4-1, and CCRE, as the holder of Note A-4-2.

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • July 20th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of July 1, 2016, between Cantor Commercial Real Estate Lending, L.P., as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and SG Commercial Mortgage Securities, LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • July 20th, 2016 • SG Commercial Mortgage Securities Trust 2016-C5 • Asset-backed securities • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of July 1, 2016, between Société Générale, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and SG Commercial Mortgage Securities, LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).

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