Morgan Stanley Capital I Trust 2021-L5 Sample Contracts

CO-LENDER AGREEMENT Dated as of January 24, 2020 by and between STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) MCCARTHY RANCH
Co-Lender Agreement • May 11th, 2021 • Morgan Stanley Capital I Trust 2021-L5 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of January 24, 2020, 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 Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) 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 Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).

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Second amended and restated SERVICING AGREEMENT
Servicing Agreement • November 5th, 2021 • Morgan Stanley Capital I Trust 2021-L5 • 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).

MORTGAGE LOAN PURCHASE AGREEMENT between ARGENTIC REAL ESTATE FINANCE LLC as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated April 29, 2021
Mortgage Loan Purchase Agreement • May 11th, 2021 • Morgan Stanley Capital I Trust 2021-L5 • 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 May 1, 2021, between Purchaser, as depositor (the “Depositor”), KeyBank National Association, as master servicer (the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special 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 regi

CO-LENDER AGREEMENT Dated as of December 7, 2020 between CITI REAL ESTATE FUNDING INC. (Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Note A-2 Holder and Note A-3 Holder)
Co-Lender Agreement • May 11th, 2021 • Morgan Stanley Capital I Trust 2021-L5 • Asset-backed securities

THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of December 7, 2020, is between CITI REAL ESTATE FUNDING INC., a New York corporation (“Citi”), having an address at 390 Greenwich Street, 7th Floor, New York, New York, as Note A-1 Holder, and STARWOOD MORTGAGE CAPITAL LLC, a Delaware limited liability company (“Starwood”), having an address at 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, as Note A-2 Holder and Note A-3 Holder.

AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 23, 2020 by and among CITI REAL ESTATE FUNDING INC. (As Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A and Note B-5-B) and BARCLAYS CAPITAL REAL ESTATE INC. (As...
Agreement Between Noteholders • May 11th, 2021 • Morgan Stanley Capital I Trust 2021-L5 • Asset-backed securities

THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS, dated as of JULY 23, 2020 by and between (i) WILMINGTON TRUST, NATIONAL ASSOCIATION (together with its successors in interest, “WTNA”), a national banking association (in its capacity as trustee, on behalf of the registered holders of the BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, as Initial Noteholder (as defined herein) of Note A-1, Note A-2, Note A-3, Note A-4, Note B-1-A, Note B-2-A, Note B-3-A, Note B-4-A, Note B-1-B, Note B-2-B, Note B-3-B, Note B-4-B, Note C-1, Note C-2, Note C-3 and Note C-4), (ii) CITI REAL ESTATE FUNDING INC. (together with its successors in interest, “CREFI”), a New York corporation (in its capacity as Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A and Note B-5-B), (iii) BARCLAYS CAPITAL REAL ESTATE INC. (together with its successors in interest “BCREI”), a Delaware corporation (in its capacity as Initial Noteholder of Note

CERTIFICATION
Morgan Stanley Capital I Trust 2021-L5 • March 30th, 2022 • Asset-backed securities

Re: Morgan Stanley Capital I Trust 2021-L5, Commercial Mortgage Pass-Through Certificates, Series 2021-L5 (the “Transaction”), issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2021 (the “Pooling and Servicing Agreement”), executed in connection with the Transaction (capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement).

CERTIFICATION
Morgan Stanley Capital I Trust 2021-L5 • March 29th, 2024 • Asset-backed securities

Re: Morgan Stanley Capital I Trust 2021-L5, Commercial Mortgage Pass-Through Certificates, Series 2021-L5 (the “Transaction”), issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2021 (the “Pooling and Servicing Agreement”), executed in connection with the Transaction (capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement).

CERTIFICATION
Morgan Stanley Capital I Trust 2021-L5 • March 29th, 2023 • Asset-backed securities

Re: Morgan Stanley Capital I Trust 2021-L5, Commercial Mortgage Pass-Through Certificates, Series 2021-L5 (the “Transaction”), issued pursuant to the Pooling and Servicing Agreement dated as of May 1, 2021 (the “Pooling and Servicing Agreement”), executed in connection with the Transaction (capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement).

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