AGREEMENT BETWEEN NOTE HOLDERS Dated as of February 8, 2019 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) One AT&TAgreement Between Note Holders • March 12th, 2019 • Morgan Stanley Capital I Trust 2019-L2 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of February 8, 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”) and 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, in its capacity as the initial agent, the “Initial Agent”; 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 • March 12th, 2019 • Morgan Stanley Capital I Trust 2019-L2 • 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 5th, 2021 • Morgan Stanley Capital I Trust 2019-L2 • 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).
CO-LENDER AGREEMENT Dated as of March 12, 2019 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-3 Holder) and CANTOR...Co-Lender Agreement • March 12th, 2019 • Morgan Stanley Capital I Trust 2019-L2 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of March 12, 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”), CCRE, as the holder of Note A-2 (in such capacity, the “Note A-2 Holder”) CCRE, as the holder of Note A-3 (in such capacity, the “Note A-3 Holder”) and CCRE, as the holder of Note A-4 (in such capacity, the “Note A-4 Holder”).
MORTGAGE LOAN PURCHASE AGREEMENT between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated March 1, 2019Mortgage Loan Purchase Agreement • March 12th, 2019 • Morgan Stanley Capital I Trust 2019-L2 • 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 March 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-L2, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-L2Morgan Stanley Capital I Trust 2019-L2 • March 12th, 2019 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENT betweenMortgage Loan Purchase Agreement • March 12th, 2019 • Morgan Stanley Capital I Trust 2019-L2 • 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 March 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 February 1, 2019 by and between MORGAN STANLEY bank, N.A., (Note A Holder) SUN LIFE ASSURANCE COMPANY OF CANADA, (Note B-1 Holder) and SUN LIFE HONG KONG LIMITED (Note B-2 Holder) Serenity ApartmentsIntercreditor Agreement • March 12th, 2019 • Morgan Stanley Capital I Trust 2019-L2 • Asset-backed securities • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of February 1, 2019, by and between MORGAN STANLEY BANK, N.A. (“Morgan Stanley Bank”), as holder of Note A (in such capacity, together with its successors and assigns, the “Note A Holder”), SUN LIFE ASSURANCE COMPANY OF CANADA, as holder of Note B-1 (in such capacity, together with its successors and assigns, the “Note B-1 Holder”), and SUN LIFE HONG KONG LIMITED, as holder of Note B-2 (in such capacity, together with its successors and assigns, the “Note B-2 Holder” and, together with the Note B-1 Holder, the “Note B Holders”).
AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 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...Agreement Between Note Holders • March 12th, 2019 • Morgan Stanley Capital I Trust 2019-L2 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of November 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”), SPREF WH II LLC (in its capacity as initial owner of the Note A-6, the “Initial Note A-6 Holder”), SPREF WH II LLC (in its capacity as initial owner of the Note A-7, the “Initial Note A-7 Holder”) and SPREF WH II LLC (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, th
