AGREEMENT BETWEEN NOTE HOLDERS Dated as of July 25, 2019 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1 Holder) MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Agent) Legacy TowerAgreement Between Note Holders • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of July 25, 2019 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”), 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”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).
CO-LENDER AGREEMENT Dated as of June 11, 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) VISIONS HOTEL...Co-Lender Agreement • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 11, 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”) and 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” and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of April 30, 2019 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder)Co-Lender Agreement • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of April 30, 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 the holder of Note A-1 (in such capacity, the “Note A-1 Holder”) and CCRE, as the holder of Note A-2 (in such capacity, the “Note A-2 Holder”).
MORTGAGE LOAN PURCHASE AGREEMENT between ARGENTIC REAL ESTATE FINANCE LLC as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated July 15, 2019Mortgage Loan Purchase Agreement • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • 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, 2019, between Purchaser, as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), as certificate administrator (in such capacity, the “Certificate Administrator”), as custodian (in such capacity, the “Custodian”), as certificate registrar (in such capacity,
MORGAN STANLEY CAPITAL I TRUST 2019-H7, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-H7Underwriting Agreement • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 3, 2019 between MORGAN STANLEY BANK, N.A., (Note A-1 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION, (Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, (Note A-3 Holder) GOLDMAN SACHS BANK USA,...Agreement Between Noteholders • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENT between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated July 15, 2019Mortgage Loan Purchase Agreement • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • 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, 2019, between Purchaser, as depositor (the “Depositor“), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer“), Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee“), as certificate administrator (in such capacity, the “Certificate Administrator“), as custodian (in such capacity, the “Custodian“), as certificate registrar (in such capacity,
INTERCREDITOR AGREEMENT Dated as of March 25, 2019 by and between MORGAN STANLEY bank, N.A. (Note A-1 Holder) and MORGAN STANLEY bank, N.A. (Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Note B Holder) Tower 28Intercreditor Agreement • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • Asset-backed securities • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of March 25, 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”), MORGAN STANLEY BANK, N.A. (“Morgan Stanley Bank”), as holder of Note A-2 (in such capacity, together with its successors and assigns, the “Note A-2 Holder”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH”), as holder of Note B (in such capacity, together with its successors and assigns, the “Note B Holder”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 13, 2019 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder, Initial Note A-1-5 Holder,...Agreement Between Noteholders • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of July 6, 2019 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) and SPREF...Co-Lender Agreement • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • Asset-backed securities • New York
AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 19, 2019 by and between ARGENTIC REAL ESTATE FINANCE LLC (Initial Note A-1 Holder) ARGENTIC REAL ESTATE FINANCE LLC (Initial Note A-2 Holder) ARGENTIC REAL ESTATE FINANCE LLC (Initial Note A-3 Holder)...Agreement Between Note Holders • July 25th, 2019 • Morgan Stanley Capital I Trust 2019-H7 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 19, 2019 by and between ARGENTIC REAL ESTATE FINANCE LLC (“AREF”, 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”), AREF (in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), AREF (in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”), AREF (in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”), AREF (in its capacity as initial owner of Note A-5, the “Initial Note A-5 Holder”), AREF (in its capacity as initial owner of Note A-6, the “Initial Note A-6 Holder”), AREF (in its capacity as initial owner of Note A-7, the “Initial Note A-7 Holder”) and AREF (in its capacity as initial owner of the Note A-8, the “Initial Note A-8 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 H
