AGREEMENT BETWEEN NOTE HOLDERS Dated as of April 27, 2018 by and between BANK OF AMERICA, N.A., and KEYBANK NATIONAL ASSOCIATION GCEAR II PortfolioAgreement Between Note Holders • October 23rd, 2018 • Morgan Stanley Capital I Trust 2018-L1 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (this “Agreement”), dated as of April 27, 2018, is by and among BANK OF AMERICA, N.A. (“BANA”, together with its successors and assigns in interest, as the initial owner of Note A-1-1 described below, in its capacity as the “Initial Note A-1-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), BANA (together with its successors and assigns in interest, as the initial owner of Note A-1-2 described below, in its capacity as the “Initial Note A-1-2 Holder”), BANA (together with its successors and assigns in interest, as the initial owner of Note A-1-3 described below, in its capacity as the “Initial Note A-1-3 Holder”), and (“KeyBank”, together with its successors and assigns in interest, as the initial owner of Note A-2-1 described below, in its capacity as the “Initial Note A-2-1 Holder”), KeyBank (together with its successors and assigns in interest, as the initial owner of Note A-2-2 described below, in its capacity as the “Init
CO-LENDER AGREEMENT Dated as of August 24, 2018 by and among STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder), STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-3 Holder), STARWOOD MORTGAGE...Co-Lender Agreement • October 23rd, 2018 • Morgan Stanley Capital I Trust 2018-L1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”) is dated as of August 24, 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”), 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”), 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-4, the “Initial Note A-4 Holder”), and STARWOOD
MORTGAGE LOAN PURCHASE AGREEMENT between KEYBANK NATIONAL ASSOCIATION as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated October 12, 2018Mortgage Loan Purchase Agreement • October 23rd, 2018 • Morgan Stanley Capital I Trust 2018-L1 • 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 October 1, 2018, between Purchaser, as depositor (the “Depositor“), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer“) and as special servicer (in such capacity, the “Special Servicer“), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor“) and as asset representations reviewer (in such capacity, the “Asset Representatio
CO-LENDER AGREEMENT Dated as of October 11, 2018 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) CANTOR...Lender Agreement • October 23rd, 2018 • Morgan Stanley Capital I Trust 2018-L1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of October 11, 2018, 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”), CCRE, as the holder of Note A-4 (in such capacity, the “Note A-4 Holder”), CCRE, as the holder of Note A-5 (in such capacity, the “Note A-5 Holder”) CCRE, as the holder of Note A-6 (in such capacity, the “Note A-6 Holder”) and CCRE, as the holder of Note A-7 (in such capacity, the “Note A-7 Holder”).
CO-LENDER AGREEMENTLender Agreement • October 23rd, 2018 • Morgan Stanley Capital I Trust 2018-L1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of May 17, 2018 is by and between 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”), 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”), 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-4, the “Initial Note A-4 Holder”), STARWOOD MORTG
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 • October 23rd, 2018 • Morgan Stanley Capital I Trust 2018-L1 • 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 June 7, 2018 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION DEUTSCHE BANK, AG, NEW YORK BRANCH WELLS FARGO BANK, NATIONAL ASSOCIATION and MORGAN STANLEY BANK, N.A. Aventura MallCo-Lender Agreement • October 23rd, 2018 • Morgan Stanley Capital I Trust 2018-L1 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of June 7, 2018, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-A, Note A-2-A-1, Note A-2-A-2, Note A-2-A-3, Note A-2-A-4, Note A-2-A-5 and Note B-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”); DEUTSCHE BANK, AG, NEW YORK BRANCH (“DBNY” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-B, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note A-2-B-4, Note A-2-B-5 and Note B-2, the “Initial Note 2 Holder”); 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-D, Note A-2-D-1, Note A-2-D-2, Note A-2-D-3, Note A-2-D-4, Note A-2-D-5 and Note B-4, the “Initial Note 3 Holder”) and MORGAN STANLEY BANK, N.A. (“MSBNA” and together with it
MORGAN STANLEY CAPITAL I TRUST 2018-L1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-L1Morgan Stanley Capital I Trust 2018-L1 • October 23rd, 2018 • Asset-backed securities • New York
AGREEMENT BETWEEN NOTE HOLDERS Dated as of August 9, 2018 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder and Initial Note A-6...Agreement Between Note Holders • October 23rd, 2018 • Morgan Stanley Capital I Trust 2018-L1 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS, dated as of August 9, 2018 by and between MORGAN STANLEY BANK, N.A. (“MSBNA”), a national banking association, as initial owner of Note A-1 (in such capacity, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”) and as initial owner of Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 (in such capacities, the “Initial Note A-2 Holder,” the “Initial Note A-3 Holder,” the “Initial Note A-4 Holder,” the “Initial Note A-5 Holder” and the “Initial Note A-6 Holder,” respectively; the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3 Holder, the Initial Note A-4 Holder, the Initial Note A-5 Holder and the Initial Note A-6 Holder are referred to collectively herein as the “Initial Note A Holders”), MORGAN STANLEY BANK, N.A., as initial owner of Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 and Note B-6 (in such capacities, the “Initial Note B-1 Holder,” the “Initial Note B-2 Holder,” the
AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 23, 2018 by and between DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-A Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Initial Note A-1-B Holder) and BANK OF AMERICA, N.A. (Initial Note A-2-A...Agreement Between Noteholders • October 23rd, 2018 • Morgan Stanley Capital I Trust 2018-L1 • Asset-backed securities • New York
Reference is hereby made to the Agreement Between Noteholders, dated as of March 23, 2018 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and between Deutsche Bank AG, New York Branch, and Bank of America, N.A., and each lender from time to time party thereto.
