AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 24, 2019 by and between BANK OF AMERICA, N.A., and KEYBANK NATIONAL ASSOCIATION The Parklawn BuildingAgreement Between Note Holders • November 21st, 2019 • Morgan Stanley Capital I Trust 2019-L3 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (this “Agreement”), dated as of October 24, 2019, is by and among KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”, together with its successors and assigns in interest, as the initial owner of Note A-1 described below, in its capacity as the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), KeyBank (together with its successors and assigns in interest, as the initial owner of Note A-2 described below, in its capacity as the “Initial Note A-2 Holder”), and KeyBank (together with its successors and assigns in interest, as the initial owner of Note A-3 described below, in its capacity as the “Initial Note A-3 Holder”), and BANK OF AMERICA, N.A., a national banking association (“BANA”, together with its successors and assigns in interest, as the initial owner of Note A-4 described below, in its capacity as the “Initial Note A-4 Holder”) and BANA (together with its successors and assigns in i
CO-LENDER AGREEMENT Dated as of August 9, 2019 by and among STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-3 Holder) HILTON PORTFOLIOCo-Lender Agreement • November 21st, 2019 • Morgan Stanley Capital I Trust 2019-L3 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENT between ARGENTIC REAL ESTATE FINANCE LLC as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated November 8, 2019Mortgage Loan Purchase Agreement • November 21st, 2019 • Morgan Stanley Capital I Trust 2019-L3 • 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 November 1, 2019, 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 general speci
MORGAN STANLEY CAPITAL I TRUST 2019-L3, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-L3Underwriting Agreement • November 21st, 2019 • Morgan Stanley Capital I Trust 2019-L3 • Asset-backed securities • New York
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of November 1, 2019 Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass- Through Certificates...Primary Servicing Agreement • November 21st, 2019 • Morgan Stanley Capital I Trust 2019-L3 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of November 1, 2019, 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 September 12, 2019 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2, A-3, A-4, A-5, A-6, A-7 and A-8 Holder) GNL Office and Industrial...Agreement Between Noteholders • November 21st, 2019 • Morgan Stanley Capital I Trust 2019-L3 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of September 12, 2019, by and between KEYBANK NATIONAL ASSOCIATION (together with its successors in interest, “KeyBank”), in its capacity as initial owner of Note A-1, (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), and KEYBANK NATIONAL ASSOCIATION (together with its successors and assigns in interest “KeyBank”), in its capacity as initial owner of each of Note A-2 (in such capacity, the “Initial Note A-2 Holder”), Note A-3 (in such capacity, the “Initial Note A-3 Holder”), Note A-4 (in such capacity, the “Initial Note A-4 Holder”), Note A-5 (in such capacity, the “Initial Note A-5 Holder”), Note A-6 (in such capacity, the “Initial Note A-6 Holder”), Note A-7 (in such capacity, the “Initial Note A-7 Holder”) and Note A-8 (in such capacity, the “Initial Note A-8 Holder”, and together
INTERCREDITOR AGREEMENT Dated as of November 15, 2019 by and between MORGAN STANLEY bank, N.A. (Note A-1 Holder, Note A-2 Holder), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Note B-1-A Holder, Note B-1-B Holder, Note B-1-C Holder, Note B-1-D...Intercreditor Agreement • November 21st, 2019 • Morgan Stanley Capital I Trust 2019-L3 • Asset-backed securities • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 15, 2019, by and between MORGAN STANLEY BANK, N.A. (“Morgan Stanley Bank”), as holder of Note A-1 (in such capacity, together with its successors and assigns, the “Note A-1 Holder”) and Note A-2 (in such capacity, together with its successors and assigns, the “Note A-2 Holder”), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH”), as holder of Note B-1-A (in such capacity, together with its successors and assigns, the “Note B-1-A Holder”), Note B-1-B (in such capacity, together with its successors and assigns, the “Note B-1-B Holder”), Note B-1-C (in such capacity, together with its successors and assigns, the “Note B-1-C Holder”) and Note B-1-D (in such capacity, together with its successors and assigns, the “Note B-1-D Holder”), BANK OF AMERICA, NATIONAL ASSOCIATION (“BANA”), as holder of Note A-3 (in such capacity, together with its successors and assigns, the “Note A-3 Holder”), Note A-4 (in such capacity, tog
CO-LENDER AGREEMENT Dated as of October 25, 2019 by and among STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-3 Holder), STARWOOD MORTGAGE...Co-Lender Agreement • November 21st, 2019 • Morgan Stanley Capital I Trust 2019-L3 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 25, 2019, by and among 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
CO-LENDER AGREEMENT Dated as of September 9, 2019 by and between SPREF WH III LLC (Initial Note A-1 Holder) and SPREF WH III LLC (Initial Note A-2 Holder) and SPREF WH III LLC (Initial Note A-3 Holder) and SPREF WH III LLC (Initial Note A-4 Holder)...Co-Lender Agreement • November 21st, 2019 • Morgan Stanley Capital I Trust 2019-L3 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of September 9, 2019, by and between SPREF WH III LLC, a Delaware limited liability company (“Argentic” 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”), SPREF WH III 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”), SPREF WH III 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”), SPREF WH III 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”), SPREF WH III LLC, a Delaware limited liability company (togethe
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 5th, 2021 • Morgan Stanley Capital I Trust 2019-L3 • 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).
