AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 26, 2019 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) And WELLS FARGO BANK, NATIONAL ASSOCIATION...Agreement Between Note Holders • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of September 26, 2019, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined below), the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 (as defined below), the “Initial Note A-2 Holder”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 (as defined below), the “Initial Note A-3 Holder” and together with the Initial Note A-1 Holder and Initial Note A-2 Holder, the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of October 4, 2019 by and between SPREF WH III LLC (Initial Note A-1 Holder) and SPREF WH III LLC (Initial Note A-2 Holder) WASHINGTON AVENUE PORTFOLIOCo-Lender Agreement • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 4, 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”), and 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” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 11, 2019 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-3...Agreement Between Noteholders • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of July 11, 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, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), 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”), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (“UBS AG”, in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”), UBS AG, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”) and UBS AG, in its capacity as initial owner of Note A-6 (the “Initial Note A-6 Holder”).
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2019-C54 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C54 UNDERWRITING AGREEMENT As of November 8, 2019Underwriting Agreement • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
Wells Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation (the “Depositor”), intends to issue its Wells Fargo Commercial Mortgage Trust 2019-C54, Commercial Mortgage Pass-Through Certificates, Series 2019-C54 (the “Certificates”), in eighteen (18) classes (each, a “Class”) as designated in the Prospectus (as defined below). Pursuant to this underwriting agreement (the “Agreement”), the Depositor further proposes to sell to Wells Fargo Securities, LLC (“Wells Fargo Securities”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, collectively with Wells Fargo Securities, UBS Securities and Academy, the “Underwriters”, and each, individually, an “Underwriter”) the Certificates set forth in Schedule I hereto (the “Registered Certificates”) in the respective original principal amounts and notional amounts set forth in Schedule I. The Certificates represent in the aggregate the entire beneficial ownership i
CO-LENDER AGREEMENT Dated as of September 26, 2019 between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-2 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-3 Holder) and RIALTO MORTGAGE FINANCE, LLC (Note A-4...Lender Agreement • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of September 26, 2019, is between RIALTO MORTGAGE FINANCE, LLC, a Delaware limited liability company (“RMF”), having an address at 590 Madison Avenue, 9th Floor, New York, New York 10022, as the holder of Note A-1 (the “Initial Note A-1 Holder”) , RMF, as the holder of Note A-2 (the “Initial Note A-2 Holder”), RMF, as the holder of Note A-3 (the “Initial Note A-3 Holder”) and RMF, as the holder of Note A-4 (the “Initial Note A-4 Holder”).
CO-LENDER AGREEMENT Dated as of November 25, 2019 by and between BSPRT Finance Sub-Lender I, LLC (Note A-1 Holder) and-Lender Agreement • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 25, 2019, is by and between BSPRT Finance Sub-Lender I, LLC, a Delaware limited liability company (“BSP”), having an address at 1345 Avenue of the Americas, Suite 32A, New York, New York 10105, as the holder of Note A-1, BSP in its capacity as initial agent, the “Initial Agent” and BSP, as the holder of Note A-2.
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 8, 2019, between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 8, 2019, between Argentic Real Estate Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 8, 2019, between BSPRT CMBS Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Benefit Street Partners Realty Trust, Inc. (“BSPRT”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of November 8, 2019, between Rialto Mortgage Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
CO-LENDER AGREEMENT Dated as of November 26, 2019 by and between BSPRT CMBS Finance, LLC (Note A-1 Holder) and-Lender Agreement • December 3rd, 2019 • Wells Fargo Commercial Mortgage Trust 2019-C54 • Asset-backed securities
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of November 26, 2019, is by and between BSPRT CMBS Finance, LLC, a Delaware limited liability company (“BSP”), having an address at 1345 Avenue of the Americas, Suite 32A, New York, New York 10105, as the holder of Note A-1, BSP in its capacity as initial agent, the “Initial Agent” and BSP, as the holder of Note A-2.
