AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 10, 2018 by and between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-2 Holder) Shops at SolarisAgreement Between Note Holders • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of October 10, 2018 by and between CITI REAL ESTATE FUNDING INC. (“Citi” 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”), and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (“CCRE” and, 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”).
CO-LENDER AGREEMENT Dated as of October 5, 2018 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) Fidelis PortfolioCo-Lender Agreement • February 27th, 2019 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”) is dated as of October 5, 2018, 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 A-2 Holder, the “Initial Note Holders”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 2nd, 2021 • BBCMS Mortgage Trust 2018-C2 • 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).
BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC, PURCHASER, and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 4, 2018 Fixed Rate Mortgage Loans Series 2018-C2Mortgage Loan Purchase Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
Reference is hereby made to that certain Pooling and Servicing Agreement, dated as of December 1, 2018, and that certain Mortgage Loan Purchase Agreement, dated as of December 4, 2018. In accordance with Section 5(j) of the Mortgage Loan Purchase Agreement, the Seller hereby certifies to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Directing Certificateholder, as follows:
BBCMS MORTGAGE TRUST 2018-C2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-C2 UNDERWRITING AGREEMENT As of December 4, 2018Underwriting Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
Barclays Commercial Mortgage Securities LLC, a Delaware limited liability company (the “Depositor”), intends to issue its BBCMS Mortgage Trust 2018-C2, Commercial Mortgage Pass-Through Certificates, Series 2018-C2 (the “Certificates”), in twenty-one (21) 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 Barclays Capital Inc. (“Barclays Capital”), Cantor Fitzgerald & Co. (“Cantor”), KeyBanc Capital Markets Inc. (“KeyBanc”) and Drexel Hamilton, LLC (“Drexel” and, collectively with Barclays Capital, Cantor and KeyBanc, 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 interest in a trust fund (the “Trust Fun
CO-LENDER AGREEMENT Dated as of October 30, 2018 between DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Note A-1-1 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (Note A-1-2 Holder) and DEUTSCHE BANK AG, ACTING THROUGH ITS NEW...Lender Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of October 30, 2018, is between DEUTSCHE BANK AG, ACTING THROUGH ITS NEW YORK BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1-1, DBNY as the holder of Note A-1-2, DBNY as the holder of Note A-1-3, DBNY as the holder of Note A-1-4, DBNY as the holder of Note A-2, DBNY as the holder of Note A-3, DBNY as the holder of Note A-4, GOLDMAN SACHS MORTGAGE COMPANY (“Goldman”), a New York limited partnership, having an address at 200 West Street, New York, New York 10282, as the holder of Note A-5, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells”), having an address at c/o Wells Fargo Commercial Mortgage Servicing, 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 28202, as the holder of Note A-6 and Wells as the holder of Note A-7.
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of December 1, 2018 BBCMS Mortgage Trust 2018-C2, Commercial Mortgage Pass-Through Certificates Series 2018-C2Primary Servicing Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of December 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 September 24, 2018 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) Alexander Office ParkAgreement Between Noteholders • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
Agreement and the Lead Securitization Servicing Agreement and (iii) to the extent consistent with the foregoing, the Servicing Standard;
CO-LENDER AGREEMENT Dated as of August 9, 2018 by and among BARCLAYS BANK PLC (Initial Note 1 Holder) SOCIÉTÉ GÉNÉRALE (Initial Note 2 Holder) DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note 3 Holder) Christiana MallCo-Lender Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among BARCLAYS BANK PLC (“Barclays”, in its capacity as initial owner of Note A-1-A, Note A-1-B, Note A-1-C, Note A-1-D, Note A-1-E and Note B-1 the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), SOCIÉTÉ GÉNÉRALE (“SG”, in its capacity as initial owner of Note A-2-A, Note A-2-B, Note A-2-C, Note A-2-D, Note A-2-E and Note B-2, the “Initial Note 2 Holder”) and DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”, in its capacity as initial owner of Note A-3-A, Note A-3-B, Note A-3-C and Note B-3, the “Initial Note 3 Holder” and, together with the Initial Note 1 Holder and the Initial Note 2 Holder, the “Initial Note Holders”).
BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC, PURCHASER, and STARWOOD MORTGAGE CAPITAL LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 4, 2018 Fixed Rate Mortgage Loans Series 2018-C2Mortgage Loan Purchase Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
the Mortgage Loan, Manager agreed to subordinate its rights under the management agreement, to the lien of the Mortgage Loan, and such right will not apply in the case of a foreclosure or a deed-in-lieu thereof.
BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC, PURCHASER, and BARCLAYS BANK PLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 4, 2018 Fixed Rate Mortgage Loans Series 2018-C2Mortgage Loan Purchase Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
foreclosure, deed-in-lieu thereof or otherwise, or any subsequent sale by the lender or its designee. However, such right of first refusal will survive any subsequent sale by the lender or its designee.
SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 12, 2018 between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BENCHMARK 2018-B6 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES...Lender Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
THIS SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of October 12, 2018, is between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BENCHMARK 2018-B6 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2018-B6, as the holder of Note A-1 (together with any subsequent holder of Note A-1, the “Note A-1 Holder”) and Note A-3-1 (together with any subsequent holder of Note A-3-1, the “Note A-3-1 Holder”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-2-1, Note A-2-2 and Note A-3-2, BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”), as the holder of Note A-4, and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and BERKELEY POINT CAPITAL LLC, DBA NEWMARK KNIGHT FRANK, Sub-Servicer SUB-SERVICING AGREEMENT Dated as of December 1, 2018 BBCMS Mortgage Trust 2018-C2, Commercial Mortgage Pass-Through...Sub-Servicing Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
Pursuant to the Servicing Agreement(s) between Wells Fargo Bank, National Association and the above referenced Sub-Servicer, we certify that with respect to each mortgage loan and companion loan serviced by us for Wells Fargo Bank, National Association that as of the quarter ending ____________________ except as otherwise noted below:
AGREEMENT BETWEEN NOTEHOLDERS Dated as of April 27, 2018 by and between BANK OF AMERICA, N.A. (Initial Note A-1-1 Holder) and BANK OF AMERICA, N.A. (Initial Note A-1-2 Holder) and BARCLAYS BANK PLC (Initial Note A-2-1 Holder) and BARCLAYS BANK PLC...Agreement • December 20th, 2018 • BBCMS Mortgage Trust 2018-C2 • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders, dated as of April 27, 2018 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Bank of America, N.A. and Barclays Bank PLC, and each lender from time to time party thereto.
