AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 1, 2016 by and among BANK OF AMERICA, N.A. (Initial Note A–1 Holder) and CITIGROUP GLOBAL MARKETS REALTY CORP. (Initial Note A–2 Holder) and BANK OF AMERICA, N.A. (Initial Note A–3 Holder) and...Agreement Between Note Holders • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of November 1, 2016 by and between BANK OF AMERICA, N.A. (“BANA” 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”, in its capacity as initial owner of Note A–3 described below, the “Initial Note A–3 Holder” and, in its capacity as the initial agent, the “Initial Agent”), and CITIGROUP GLOBAL MARKETS REALTY CORP. (“CGMRC”) (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” and, 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 December 1, 2016 by and between CITIGROUP GLOBAL MARKETS REALTY CORP. (Initial Note A-1 Holder) and CITIGROUP GLOBAL MARKETS REALTY CORP. (Initial Note A-2-1 Holder) and CITIGROUP GLOBAL MARKETS REALTY CORP. (Initial...Co-Lender Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of December 1, 2016 by and between CITIGROUP GLOBAL MARKETS REALTY CORP. (“CGMRC” 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”), CGMRC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-1, the “Initial Note A-2-1 Holder”) and CGMRC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-2, the “Initial Note A-2-2 Holder” and, together with the Initial Note A-1 Holder and the Initial Note A-2-1 Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective November 18, 2016 between Citigroup Global Markets Realty Corp., as seller (the “Mortgage Loan Seller”), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (in such capacity, the “Purchaser”).
CO-LENDER AGREEMENT Dated as of November 17, 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 DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-3 Holder)Co-Lender Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 17, 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, CCRE, as the holder of Note A-2, and DEUTSCHE BANK AG, NEW YORK BRANCH (“DBAG”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-3.
CO-LENDER AGREEMENT Dated as of October 6, 2016 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder), DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2 Holder), and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note B Holder)...Co-Lender Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
This CO-LENDER AGREEMENT (together with the exhibits and schedules hereto and all amendments hereof and supplements hereto, this “Agreement”) is dated as of October 6, 2016, between DEUTSCHE BANK AG, NEW YORK BRANCH (in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”) and DEUTSCHE BANK AG, NEW YORK BRANCH (in its capacity as initial owner of Note B described below, the “Initial Note B Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note B Holder are referred to collectively herein as the “Initial Note Holders”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this Underwriting Agreement (this “Agreement”), to sell to Deutsche Bank Securities Inc. (“DBSI”), Citigroup Global Markets Inc. (“CGMI” and, together with DBSI, the “Lead Underwriters”) and Academy Securities, Inc. (“Academy” and, together with the Lead Underwriters, the “Underwriters” and each, an “Underwriter”) its CD 2016-CD2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD2, Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B and Class C (the “Offered Certificates”). The Offered Certificates, together with the Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class S and Class R Certificates, evidence the entire beneficial ownership interest in the assets of the Trust Fund (as defined in the Pooling and Servicing Agreement referred to
AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 26, 2016 between CITIGROUP GLOBAL MARKETS REALTY CORP. (Note A-1 Holder and Note A-3 Holder) and LADDER CAPITAL FINANCE VI TRS LLC (Note A-2 Holder, Note A-4A Holder and Note A-4B Holder)Co-Lender Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of October 26, 2016, is between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (“Citi”), having an address at 390 Greenwich Street, 7th Floor, New York, New York, as Note A-1 Holder and Note A-3 Holder, and LADDER CAPITAL FINANCE VI TRS LLC, a Delaware limited liability company (“Ladder”), having an address at 345 Park Avenue, 8th Floor, New York, New York 10154, as Note A-2 Holder, Note A-4A and Note A-4B Holder.
CO-LENDER AGREEMENT Dated as of October 20, 2016 betweenCo-Lender Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of October 20, 2016, is between DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1, DBNY as the holder of Note A-2 and DBNY, as the holder of Note A-3.
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
connection with the foregoing and hereby ratifying, approving or confirming all that the [Master][Special] Servicer shall lawfully do or cause to be done by virtue hereof; provided that, if not earlier terminated, this power of attorney shall terminate on the Rated Final Distribution Date (as defined in the Pooling and Servicing Agreement).
SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 20, 2016 among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF THE COMM 2016-DC2 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS- THROUGH CERTIFICATES...Co-Lender Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
THIS SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of October 20, 2016, is among Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2 (“Note A-1-A Holder”), Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of CD 2016-CD1 Mortgage Trust Commercial Mortgage Pass-Through Securities, Series 2016-CD1 (“Note A-2-A Holder” and “Note A-4 Holder”), and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (“GACC”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1-B1, GACC, as the holder of Note A-1-B2, GACC, as the holder of Note A-2-B, and GACC, as the holder of Note A-3.
SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 20, 2016 among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF THE COMM 2015-CCRE26 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS- THROUGH CERTIFICATES...Co-Lender Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of October 20, 2016, is among Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE26 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2015-CCRE26 (“Note A-1 Holder”), Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of CD 2016-CD1 Mortgage Trust Commercial Mortgage Pass-Through Securities, Series 2016-CD1 (“Note A-2-1 Holder”), GERMAN AMERICAN CAPITAL CORPORATION, a Maryland Corporation (“GACC”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-2-2, GACC, as the holder of Note A-3-1, GACC, as the holder of Note A-3-2, GACC, as the holder of Note A-3-3 and GACC, as the holder of Note A-4.
CO-LENDER AGREEMENT Dated as of October 3, 2016 and updated as of November 1, 2016 between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and CITIGROUP GLOBAL MARKETS REALTY CORP. (Note A-2A Holder) and CITIGROUP GLOBAL MARKETS REALTY CORP. (Note A-2B...Co-Lender Agreement • December 8th, 2016 • CD 2016-Cd2 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of October 3, 2016 and updated as of November 1, 2016, is between 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 (the “Note A-1 Holder”) and RMF, as the holder of Note A-4 (the “Note A-4 Holder”), and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York Corporation (“CGMRC”), having an address at 390 Greenwich Street, 7th Floor, New York, NY, as the holder of Note A-2A (the “Note A-2A Holder”), and CGMRC, as the holder of Note A-2B (the “Note A-2B Holder”), and CGMRC, as the holder of Note A-3A (the “Note A-3A Holder”) and CGMRC, as the holder of Note A-3B (the “Note A-3B Holder”).
