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 • February 14th, 2017 • CD 2017-Cd3 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”).
CO-LENDER AGREEMENT Dated as of January 5, 2017 between CITIGROUP GLOBAL MARKETS REALTY CORP. (Note A-1 Holder and Note A-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-3 Holder and Note A-4 Holder)Co-Lender Agreement • February 14th, 2017 • CD 2017-Cd3 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of January 5, 2017, 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-2 Holder, and DEUTSCHE BANK AG, NEW YORK BRANCH, a German bank, authorized by the New York Department of Financial Services (“DB-AG”), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as Note A-3 Holder and Note A-4 Holder.
CO-LENDER AGREEMENT Dated as of December 1, 2016 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder), WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder), DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note B-1 Holder)...Co-Lender Agreement • February 14th, 2017 • CD 2017-Cd3 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 December 1, 2016, between DEUTSCHE BANK AG, NEW YORK BRANCH (“DB”, in its capacity as initial owner of Note A-1-S, Note A-1-C1 and Note A-1-C2 described below, the “Initial Note A-1 Holder”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”, in its capacity as initial owner of Note A-2-S, Note A-2-C1 and Note A-2-C2 described below, the “Initial Note A-2 Holder”), DB (in its capacity as initial owner of Note B-1 described below, the “Initial Note B-1 Holder”), and WFB (in its capacity as initial owner of Note B-2 described below, the “Initial Note B-2 Holder”; the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note B-1 Holder and the Initial Note B-2 Holder are referred to collectively herein as the “Initial Note Holders”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Midland Loan Services, a Division of PNC Bank, National Association, Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Special Servicer, Park Bridge Lender...Pooling and Servicing Agreement • February 14th, 2017 • CD 2017-Cd3 Mortgage Trust • 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. CD 2017-CD3 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-CD3 Underwriting Agreement Dated as of January 27, 2017Underwriting Agreement • February 14th, 2017 • CD 2017-Cd3 Mortgage Trust • Asset-backed securities
Citigroup Global Markets Inc. 390 Greenwich Street, 5th Floor New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
CO-LENDER AGREEMENT Dated as of November 28, 2016 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DEUTSCHE BANK, AG, NEW YORK BRANCH GOLDMAN SACHS MORTGAGE COMPANY BARCLAYS BANK PLC MORGAN STANLEY BANK, N.A. and CANTOR COMMERCIAL REAL ESTATE...Co-Lender Agreement • February 14th, 2017 • CD 2017-Cd3 Mortgage Trust • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and Citigroup Global Markets Realty Corp., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of February 1, 2017 CD 2017-CD3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...Mortgage Loan Purchase Agreement • February 14th, 2017 • CD 2017-Cd3 Mortgage Trust • Asset-backed securities • New York
agency confirmations, (ii) the leasehold condominium conversion and related documents and transactions comply with REMIC requirements and the related Mortgagor delivers a REMIC opinion confirming the same and (iii) all is in form and substance reasonably acceptable to the lender.
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 • February 14th, 2017 • CD 2017-Cd3 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 • February 14th, 2017 • CD 2017-Cd3 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”).
AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of February 1, 2017 between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF CD 2016-CD2 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES...Co-Lender Agreement • February 14th, 2017 • CD 2017-Cd3 Mortgage Trust • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of February 1, 2017, is between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF CD 2016-CD2 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-CD2 (“CD2 Holder”), as the holder of Note A-1, 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-2, DBNY, as the holder of Note A-3, CITIGROUP GLOBAL MARKETS REALTY CORP. (“CGMRC”), a New York corporation having an address at 390 Greenwich Street, 5th Floor, New York, New York 10013, as the holder of Note A-4-A, CGMRC, as the holder of Note A-4-B, CGMRC, as the holder of Note A-5, CD2 Holder, as the holder of Note A-6, DBNY as the holder of Note A-7, and DBNY, as the holder of Note A-8.
681 Fifth Avenue CO-LENDER AGREEMENT Dated as of November 4, 2016 between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder) and CITIGROUP...Co-Lender Agreement • February 14th, 2017 • CD 2017-Cd3 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of November 4, 2016, is between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, a Swiss banking corporation (“UBS AG, New York Branch”), having an address at 1285 Avenue of the Americas, New York, New York 10019, as 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, and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (“Citi”), having an address at 390 Greenwich Street, 7th Floor, New York, New York, as the Initial Note Note A-5 Holder and the Initial Note A-6 Holder; (the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial Note A-5 Holder and the Initial Note A-6 Holder are each referred to herein as a “Initial Note Holder” and collectively the “Initial Note Holders”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and German American Capital Corporation, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of February 1, 2017 CD 2017-CD3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series...Mortgage Loan Purchase Agreement • February 14th, 2017 • CD 2017-Cd3 Mortgage Trust • Asset-backed securities • New York
that it will not unreasonably withhold its consent to the foregoing actions (collectively, the “Leasehold Condominium Conversion”) provided certain conditions set forth in the Mortgage Loan documents are satisfied, which include, among other requirements, (i) delivery of rating agency confirmations, (ii) the leasehold condominium conversion and related documents and transactions comply with REMIC requirements and the related Mortgagor delivers a REMIC opinion confirming the same and (iii) all is in form and substance reasonably acceptable to the lender.
