AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 11, 2019 by and among SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-1 Holder), SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-2 Holder), SOCIETE GENERALE FINANCIAL CORPORATION (Initial...Agreement Between Note Holders • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 11, 2019 by and among Societe Generale Financial Corporation (“SGFC” 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”), SGFC (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”), SGFC (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 SGFC (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” and, together with the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder, the “Initial Note Holders”).
CO-LENDER AGREEMENT Dated as of June 11, 2019 by and between SOCIETE GENERALE FINANCIAL CORPORATION and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION SWVP PortfolioCo-Lender Agreement • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 11, 2019, by and among SOCIETE GENERALE FINANCIAL CORPORATION (together with its successors and assigns in interest, “SGFC” and in its capacity as the initial agent, the “Initial Agent”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, “JPM” and together with SGFC, the “Initial Note Holders” and each individually, an “Initial Holder”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 3rd, 2021 • BBCMS Mortgage Trust 2019-C3 • 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).
BBCMS MORTGAGE TRUST 2019-C3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-C3 UNDERWRITING AGREEMENT As of May 17, 2019Underwriting Agreement • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
Barclays Commercial Mortgage Securities LLC, a Delaware limited liability company (the “Depositor”), intends to issue its BBCMS Mortgage Trust 2019-C3, Commercial Mortgage Pass-Through Certificates, Series 2019-C3 (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 Barclays Capital Inc. (“Barclays Capital”), UBS Securities LLC (“UBS Securities”), SG Americas Securities, LLC (“SGAS”), Natixis Securities Americas LLC (“Natixis Securities”), KeyBanc Capital Markets Inc. (“KeyBanc”) and Drexel Hamilton, LLC (“Drexel” and, collectively with Barclays Capital, UBS Securities, SGAS, Natixis Securities 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
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 17, 2019, between Natixis Real Estate Capital LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 14, 2019 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder, Initial Note A-3 Holder and Initial Note A-4 Holder)Agreement Between Noteholders • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of March 14, 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, 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”), and Note A-4 (in such capacity, the “Initial Note A-4 Holder”, and collectively with the Initial Note A-1 Holder, the “Initial Note Holders”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of January 9, 2019Agreement Between Noteholders • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of January 9, 2019, by and between SOCIETE GENERALE FINANCIAL CORPORATION (“SGFC”), as initial owner of the Note A-1A (in such capacity, the “Initial Note A-1A Holder”) and as initial agent (in such capacity, the “Initial Agent”), SOCIETE GENERALE FINANCIAL CORPORATION, as initial owner of Note A-1B (in such capacity, the “Initial Note A-1B Holder”), SOCIETE GENERALE FINANCIAL CORPORATION, as initial owner of Note A-1C (in such capacity, the “Initial Note A-1C Holder”), SOCIETE GENERALE FINANCIAL CORPORATION, as initial owner of Note A-1D (in such capacity, the “Initial Note A-1D Holder”, and together with the Initial Note A-1A Holder, the Initial Note A-1B Holder and the Initial Note A-1C Holder, the “Initial Note A-1 Holders”), SOCIETE GENERALE FINANCIAL CORPORATION, as initial owner of Note A-2 (in such capacity, the “Initial Note A-2 Holder”), and SOCIETE GENERALE FINANCIAL CORPORATION, as initial owner of Note B (the “Init
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 • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • 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”).
AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of June 11, 2019Co-Lender Agreement • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the “Agreement”), dated as of June 11, 2019, by and among NATIXIS REAL ESTATE CAPITAL LLC, a Delaware limited liability company (“Natixis”), having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-2, the “Initial Note A-2 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-3, the “Initial Note A-3 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in its capacity as the initial owner of Note A-4, the “Initial Note A-4 Holder”), Natixis, having an address at 1251 Avenue of the Americas, New York, New York 10020 (in it
AGREEMENT BETWEEN NOTEHOLDERS Dated as of April 9, 2019 by and between RIALTO MORTGAGE FINANCE, LLC (Note A-1 Holder) RIALTO MORTGAGE FINANCE, LLC (Note A-2 Holder) RIALTO MORTGAGE FINANCE, LLC (Note A-3 Holder) RIALTO MORTGAGE FINANCE, LLC (Note A-4...Agreement Between Noteholders • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 17, 2019, among Barclays Capital Real Estate Inc., as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”), Barclays Capital Holdings Inc. (“BCHI”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC as Depositor, KEYBANK NATIONAL ASSOCIATION, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Certificate Administrator and Custodian, TRUST AND...Trust and Servicing Agreement • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of March 29, 2019 among Natixis Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer and Wells Fargo Bank, National Association, as Trustee and Certificate Administrator.
AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 14, 2019 by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2018-C14 COMMERCIAL MORTGAGE...Agreement Between Note Holders • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
This AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of May 14, 2019 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2018-C14 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2018-C14, together with its successors and assigns in interest, as owner of Note A-1 described below, in its capacity as the “Note A-1 Holder” and, together with its successors and assigns in interest, as owner of Note A-10 described below, in its capacity as the “Note A-10 Holder”, UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch”), together with its successors and assigns in interest, as owner of Note A-2 described below, in its capacity as the “Note A-2 Holder” and, together with its successors and assigns in interest, as owner of Note A-9 described below, in its capacity as the “Note A-9 Holder”, Deutsche Bank AG, Ne
AMENDED AND RESTATED AGREEMENT AMONG NOTEHOLDERSAgreement Among Noteholders • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
THIS AMENDED AND RESTATED AGREEMENT AMONG NOTEHOLDERS (with the exhibits and schedules hereto and all amendments and modifications hereof and supplements hereto, this “Agreement”), dated as of March 25, 2019 by and among UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together with its successors and assigns in interest, in its capacity as the owner of Note A-1 (as defined herein), the “Note A-1 Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together with its successors and assigns in interest, in its capacity as the owner of Note A-2-1 (as defined herein), the “Note A-2-1 Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch,” together with its successors and assigns in interest, in its capacity as the owner of Note A-2-2 (as defined herein), the “Note A-2-2 H
AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 14, 2019 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial...Agreement Between Note Holders • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of May 14, 2019 by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch” (together with its successors and assigns in interest, as 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”)), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-2 described below, in its capacity as the “Initial Note A-2 Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-3 described below, in its capacity as the “Initial Note A-3 Holder”), UBS AG, New York Branch (together with its successors and assigns in interest, as initial owner of Note A-4 described below, in its capacity as the “Initial Note A-4 Holder”), UBS AG, New York Branch (together with it
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 17, 2019, between KeyBank National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 17, 2019, between Societe Generale Financial Corporation, as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan Seller” or “Seller”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENTPooling and Servicing Agreement • June 11th, 2019 • BBCMS Mortgage Trust 2019-C3 • Asset-backed securities • New York
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective as of May 17, 2019, between UBS AG, by and through its New York 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 Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the “Purchaser”).
