AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 7, 2017 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1-A Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-1-B Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2...Agreement Between Note Holders • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of September 7, 2017 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 Note A-1-A described below, the “Initial Note A-1-A Holder” and, in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B described below, the “Initial Note A-1-B Holder”), CREFI (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”), CREFI (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”), MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-4 described below, the “Initial No
CO-LENDER AGREEMENT Dated as of August 23, 2017 by and between STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) Visions Hotel PortfolioCo-Lender Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 23, 2017 by and between STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (“Starwood” 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 STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (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”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and Macquarie us trading llc d/b/a principal commercial capital, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2017 Citigroup Commercial Mortgage Trust 2017-P8 Commercial...Mortgage Loan Purchase Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
to any such claim which such insurer has acknowledged in writing and has not refused coverage (which does not include an acknowledgement of a claim with a reservation of rights), if the insurer under such Environmental Policy fails to pay any losses, costs, fees and/or expenses incurred by the lender within 180 days after such loss, costs, fees and/or expense have been incurred by the lender (provided payment of which has been requested by the lender from the insurer in writing), then the lender is entitled to pursue recovery in full against the Mortgagor and Guarantor under the environmental indemnity and the lender is not required to dispute such insurer’s failure to pay any such losses, costs, fees and/or expenses incurred by the lender; (iii) if the insurer under such Environmental Policy refuses coverage (which does not include an acknowledgement of a claim with a reservation of rights), then the lender is not required to dispute such insurer’s decision to refuse coverage, and (iv
CO-LENDER AGREEMENT Dated as of March 23, 2017 among RIALTO MORTGAGE FINANCE, LLC (Note A-1-A Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-1-B Holder) CITIGROUP GLOBAL MARKETS REALTY CORP. (Note A-2 Holder) and BARCLAYS BANK PLC (Note A-3-A...Co-Lender Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of March 23, 2017, is among RIALTO MORTGAGE FINANCE, LLC, a Delaware limited liability company (“RMF”), having an address at 600 Madison Avenue, 12th Floor, New York, New York 10022, as the holder of Note A-1-A (the “Note A-1-A Holder”) and as the holder of Note A-1-B (the “Note A-1-B Holder”), CITIGROUP GLOBAL MARKETS REALTY CORP., a New York Corporation (“CGMRC”), having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013, as the holder of Note A-2 (the “Note A-2 Holder”), and BARCLAYS BANK PLC, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”), as the holder of Note A-3-A (the “Note A-3-A Holder”) and as the holder of Note A-3-B (the “Note A-3-B Holder”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Wells Fargo Bank, National Association, Master Servicer, Rialto Capital Advisors, LLC, Special Servicer, Park Bridge Lender Services LLC, Operating Advisor and Asset Representations Reviewer,...Pooling and Servicing Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • 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
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P8 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-P8 Underwriting Agreement Dated as of September 18, 2017Underwriting Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation (the “Company”), proposes to cause the issuance of its Citigroup Commercial Mortgage Trust 2017-P8, Commercial Mortgage Pass-Through Certificates, Series 2017-P8 (the “Certificates”), in multiple classes, under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of September 1, 2017, between the Company, as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), KeyBank National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (the “Certificate Administrator”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and proposes to sell the classes of Certificates specified on Schedule I hereto
CO-LENDER AGREEMENT Dated as of May 30, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION NATIXIS REAL ESTATE CAPITAL LLC SOCIÉTÉ GÉNÉRALE DEUTSCHE BANK, AG, NEW YORK BRANCH and BARCLAYS BANK PLC 245 Park AvenueCo-Lender Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 30, 2017, by and among 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-A, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4 and Note B-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”); NATIXIS REAL ESTATE CAPITAL LLC (“NREC” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3 and Note B-2, the “Initial Note 2 Holder”); DEUTSCHE BANK, AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-C, Note A-2-C-1, Note A-2-C-2 and Note B-3, the “Initial Note 3 Holder”); SOCIÉTÉ GÉNÉRALE (“SG” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-D, Note A-2-D-1, Note
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and BARCLAYS BANK PLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2017 Citigroup Commercial Mortgage Trust 2017-P8 Commercial Mortgage Pass-Through Certificates, Series 2017-P8Mortgage Loan Purchase Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
in the Mortgaged Property. Such right of first offer has been subordinated to the Mortgage Loan pursuant to the terms of the comfort letter.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and STARWOOD MORTGAGE FUNDING V LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2017 Citigroup Commercial Mortgage Trust 2017-P8 Commercial Mortgage Pass- Through...Mortgage Loan Purchase Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
Mortgage Loan Mortgaged Property. The Mortgagor has moved to dismiss the case and a settlement is pending pursuant to the terms of which, the sole tenant at the Mortgaged Property will be required to add sound proofing to certain parts of the roof plan.
CO-LENDER AGREEMENT Dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial JPM Note Holder) and BANK OF AMERICA, N.A. (Initial BANA Note Holder) and BARCLAYS BANK PLC (Initial Barclays Note Holder) and DEUTSCHE BANK...Co-Lender Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 29, 2017 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as owner of Notes A-1, A-2, A-9 and A-14 and as the initial owner of Notes A-15 and A-16, the “Initial JPM Note Holder”, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as owner of Notes A-3 and A-4, the “Initial BANA Note Holder”), BARCLAYS BANK PLC (“Barclays” and together with its successors and assigns in interest, in its capacity as owner of Notes A-5, A-6 and A-17, the “Initial Barclays Note Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as owner of Notes A-7, A-8, A-10, A-11, A-12 and A-13, the “Initial DBNY Note Holder” and, together with the Initial JPM Note Holder, the Initial
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and PRINCIPAL REAL ESTATE INVESTORS, LLC, Sub-Servicer SUB-Servicing AGREEMENT Dated as of April 1, 2017 Citigroup Commercial Mortgage Trust 2017-P7 Commercial Mortgage Pass- Through Certificates...Sub-Servicing Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
This is a Sub-Servicing Agreement (the “Agreement”), dated as of April 1, 2017, by and between PRINCIPAL REAL ESTATE INVESTORS, LLC, having an office at 801 Grand Avenue, Des Moines, Iowa 50392-1450, and its successors and assigns (the “Sub-Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at Three Wells Fargo, 401 South Tryon Street, 8th Floor, MAC D1050-084, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).
AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 30, 2017 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder and Initial Note B-1 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Initial Note A-2 Holder and Initial Note...Agreement Between Note Holders • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS, dated as of June 30, 2017 by and between MORGAN STANLEY BANK, N.A. (“MSBNA”), a national banking association, as initial owner of Note A-1 (in such capacity, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”) and as initial owner of Note B-1 (in such capacity, the “Initial Note B-1 Holder”), DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (“DB”), a branch of Deutsche Bank AG, a German Bank, as initial owner of Note A-2 (in such capacity, the “Initial Note A-2 Holder”) and as initial owner of Note B-2 (in such capacity, the “Initial Note B-2 Holder”), CITIGROUP GLOBAL MARKETS REALTY CORP. (“CGMRC”), a New York corporation, as initial owner of Note A-3 (in such capacity, the “Initial Note A-3 Holder”) and as initial owner of Note B-3 (in such capacity, the “Initial Note B-3 Holder”), Wells Fargo Bank, National Association (“WFB”), a national banking association, as initial owner of Note A-4 (in such capa
CO-LENDER AGREEMENT Dated as of September 5, 2017 between BANK OF AMERICA, N.A. (Note A-1 Holder and Note A-2 Holder) and CITI REAL ESTATE FUNDING INC. (Note A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder) and BARCLAYS BANK PLC (Note A-5-1...Co-Lender Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of September 5, 2017, is between BANK OF AMERICA, N.A., a national banking association (“BANA”), having an address at 214 North Tryon Street, Charlotte, North Carolina 28255, as Note A-1 Holder and Note A-2 Holder, CITI REAL ESTATE FUNDING INC., a New York corporation (“Citi”), having an address at 390 Greenwich Street, New York, New York, as Note A-3-1 Holder, Note A-3-2 Holder and Note A-4 Holder, and BARCLAYS BANK PLC, a public limited company registered in England and Wales (“Barclays”), having an address at 745 Seventh Avenue, New York, New York 10019, as Note A-5-1 Holder, Note A-5-2 Holder, Note A-6 Holder and Note A-7 Holder.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Wells Fargo Bank, National Association, Master Servicer, KeyBank National Association, Special Servicer, Pentalpha Surveillance LLC, Operating Advisor and Asset Representations Reviewer,...Pooling and Servicing Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • 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
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and Citi Real Estate Funding Inc., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2017 Citigroup Commercial Mortgage Trust 2017-P8 Commercial Mortgage Pass- Through...Mortgage Loan Purchase Agreement • September 29th, 2017 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities • New York
provided by carriers having a rating by S&P not lower than “A” and the balance of the coverage is, in each case, provided by insurers having a rating by S&P of not lower than “BBB+” (and its equivalent rating by Moody’s or Fitch to the extent Moody’s or Fitch is rating the securities and rates the insurance carrier). The related Mortgagor may also satisfy the insurance carrier ratings requirements with “cut through” or credit wrap endorsements issued by an insurer having an S&P rating of not lower than “A” and, with respect to Factory Mutual Insurance Company, the rating for S&P may be satisfied with an “A-pi” rating. The Mortgage Loan documents require deductibles on the all-risk property insurance policy to be approved by the related lender; at the origination of the Mortgage Loan, the all-risk policy had a deductible of $100,000.
Special Servicer Acknowledgment and Assumption May 5, 2023Special Servicer Acknowledgment and Assumption • May 5th, 2023 • Citigroup Commercial Mortgage Trust 2017-P8 • Asset-backed securities
Reference is made to the (i) Pooling and Servicing Agreement, dated as of June 1, 2017, between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Wells Fargo Bank, National Association, as Trustee, Certificate Administrator, Paying Agent and Custodian, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer (the “PSA”) and (ii) the Co-Lender Agreement dated as of June 29, 2017 by and among JPMorgan Chase Bank, National Association, in its capacity as Initial JPM Note Holder, Bank of America, N.A., in its capacity as Initial BANA Note Holder, Barclays Bank PLC, in its capacity as Initial Barclays Note Holder, Deutsche Bank AG, New York Branch, in its capacity as Initial DBNY Note Holder and Starwood Mortgage Funding II LLC, in its capacity as Starwood Note Holder, relating to the Starwood Capital Group Hotel Portfolio; and the Co-Lend
