CO-LENDER AGREEMENT Dated as of July 3, 2019 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder)Co-Lender Agreement • August 22nd, 2019 • CD 2019-Cd8 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of July 3, 2019 is 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 the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and CREFI (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”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • August 22nd, 2019 • CD 2019-Cd8 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).
CO-LENDER AGREEMENT Dated as of August 20, 2019 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) DBR INVESTMENTS CO. LIMITED (Note A-2 Holder) DBR INVESTMENTS CO. LIMITED (Note A-3 Holder) DBR INVESTMENTS CO. LIMITED (Note A-4...Co-Lender Agreement • August 22nd, 2019 • CD 2019-Cd8 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of August 20, 2019, 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 holder of Note A-1, DBR INVESTMENTS CO. LIMITED (“DBRI”), a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-2, DBRI, as the holder of the Note A-3 DBRI as the holder of Note A-4, DBRI as the holder of Note A-5 and DBRI as the holder of Note A-6.
AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 22, 2019 by and among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-2 Holder) Liberty PortfolioAgreement Between Noteholders • August 22nd, 2019 • CD 2019-Cd8 Mortgage Trust • Asset-backed securities • New York
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Midland Loan Services, a Division of PNC Bank, National Association, Master Servicer, Rialto Capital Advisors, LLC, Special Servicer, PARK BRIDGE LENDER SERVICES LLC, Operating Advisor and...Pooling and Servicing Agreement • August 22nd, 2019 • CD 2019-Cd8 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
AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 8, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note...Agreement Between Noteholders • August 22nd, 2019 • CD 2019-Cd8 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of August 8, 2019, is made by and between DEUTSCHE BANK AG, NEW YORK BRANCH (“DB” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1, the “Initial Note A-1-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), DB, in its capacity as initial owner of Note A-1-2 (the “Initial Note A-1-2 Holder”) DB, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”), DB, in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), DB, in its capacity as initial owner of Note A-4 (the “Initial Note A-4 Holder”), DB, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”), DB, in its capacity as initial owner of Note A-6 (the “Initial Note A-6 Holder”), DB, in its capacity as initial owner of Note A-7 (the “Initial Note A-7 Holder” and, together with the Initial Note A-1-1 Holder, the Initial Note A-1-2 Holder,
CO-LENDER AGREEMENT Dated as of July 11, 2019 by and among BARCLAYS BANK PLC (Note A-1-A and Note B-1 Holder) BARCLAYS CAPITAL REAL ESTATE INC. (Initial Note A-1-B Holder, Initial Note A-1-D Holder and Initial Note A-1-E Holder) BANK OF AMERICA, N.A....Co-Lender Agreement • August 22nd, 2019 • CD 2019-Cd8 Mortgage Trust • Asset-backed securities • New York
Reference is hereby made to the Co-Lender Agreement, dated as of July 11, 2019 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch and Goldman Sachs Bank USA and each lender from time to time party thereto.
MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer and PRINCIPAL REAL ESTATE INVESTORS, LLC, Sub-Servicer SUB-Servicing AGREEMENT Dated as of August 1, 2019 Mortgage Pass-Through Certificates Series 2019-CD8Sub-Servicing Agreement • August 22nd, 2019 • CD 2019-Cd8 Mortgage Trust • Asset-backed securities • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2019 • CD 2019-Cd8 Mortgage Trust • Asset-backed securities • New York
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Citigroup Global Markets Inc. 390 Greenwich Street, 5th Floor New York, New York 10013
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, PACIFIC LIFE INSURANCE COMPANY and...Pooling and Servicing Agreement • August 22nd, 2019 • CD 2019-Cd8 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
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 26, 2019 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A Holder) and KCM SACRAMENTO, LLC (Note B Holder) The Citizen Hotel SacramentoAgreement Between Noteholders • August 22nd, 2019 • CD 2019-Cd8 Mortgage Trust • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between [ ], and each lender from time to time party thereto.
