AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 24, 2018 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-3 Holder) Rittenhouse HillAgreement Between Note Holders • July 12th, 2018 • Morgan Stanley Capital I Trust 2018-H3 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of May 24, 2018 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” 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” and, in its capacity as the initial agent, the “Initial Agent”), MSBNA (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 MSBNA (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”; the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).
CO-LENDER AGREEMENTCo-Lender Agreement • July 12th, 2018 • Morgan Stanley Capital I Trust 2018-H3 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 17, 2018 is 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”), 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”), 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-3, the “Initial Note A-3 Holder”), 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-4, the “Initial Note A-4 Holder”), STARWOOD MORTG
MORTGAGE LOAN PURCHASE AGREEMENT between KEYBANK NATIONAL ASSOCIATION as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated June 27, 2018Mortgage Loan Purchase Agreement • July 12th, 2018 • Morgan Stanley Capital I Trust 2018-H3 • Asset-backed securities • New York
Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2018, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), as certificate administrator (in such capacity, the “Certificate Administrator”), as custodian (in such capacity, the “Custodian”), as certificate registrar (in such capacity, the “Certificate Registrar”) and as authenticating agent, LNR Partners, LLC, as special servicer
MORGAN STANLEY CAPITAL I TRUST 2018-H3, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-H3Underwriting Agreement • July 12th, 2018 • Morgan Stanley Capital I Trust 2018-H3 • Asset-backed securities • New York
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of July 1, 2018 Morgan Stanley Capital I Trust 2018-H3, Commercial Mortgage Pass-Through Certificates...Primary Servicing Agreement • July 12th, 2018 • Morgan Stanley Capital I Trust 2018-H3 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of July 1, 2018, by and between KEYBANK NATIONAL ASSOCIATION, having an office at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its successors and assigns (the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at c/o Commercial Mortgage Servicing, MAC D1050-084, Three Wells Fargo, 401 South Tryon Street, 8th Floor, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of May 4, 2018 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder), KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-3 Holder) HTI MOB PortfolioAgreement Between Noteholders • July 12th, 2018 • Morgan Stanley Capital I Trust 2018-H3 • Asset-backed securities • New York
Agreement and the Lead Securitization Servicing Agreement and (iii) to the extent consistent with the foregoing, the Servicing Standard;
MORTGAGE LOAN PURCHASE AGREEMENT between ARGENTIC REAL ESTATE FINANCE LLC as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated June 27, 2018Mortgage Loan Purchase Agreement • July 12th, 2018 • Morgan Stanley Capital I Trust 2018-H3 • Asset-backed securities • New York
Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2018, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), as certificate administrator (in such capacity, the “Certificate Administrator”), as custodian (in such capacity, the “Custodian”), as certificate registrar (in such capacity, the “Certificate Registrar”) and as authenticating agent, LNR Partners, LLC, as special servicer
AGREEMENT BETWEEN NOTE HOLDERS Dated as of July 6, 2018 by and between SPREF WH II LLC (Initial Note A-1 Holder) and SPREF WH II LLC (Initial Note A-2 Holder) and SPREF WH II LLC (Initial Note A-3 Holder) and SPREF WH II LLC (Initial Note A-4 Holder)...Agreement Between Note Holders • July 12th, 2018 • Morgan Stanley Capital I Trust 2018-H3 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of July 6, 2018 by and between SPREF WH II LLC (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”), SPREF WH II LLC (in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder”), SPREF WH II LLC (in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), SPREF WH II LLC (in its capacity as initial owner of the Note A-4, the “Initial Note A-4 Holder”), SPREF WH II LLC (in its capacity as initial owner of the Note A-5, the “Initial Note A-5 Holder”) and SPREF WH II LLC (in its capacity as initial owner of the Note A-6, the “Initial Note A-6 Holder” and, together with the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder and the Initial Note A-5 Holder, the “Initial Note Holders”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 5th, 2021 • Morgan Stanley Capital I Trust 2018-H3 • 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).
