AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 24, 2019 by and between BANK OF AMERICA, N.A., and KEYBANK NATIONAL ASSOCIATION The Parklawn BuildingAgreement Between Note Holders • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (this “Agreement”), dated as of October 24, 2019, is by and among KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”, together with its successors and assigns in interest, as the 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”), KeyBank (together with its successors and assigns in interest, as the initial owner of Note A-2 described below, in its capacity as the “Initial Note A-2 Holder”), and KeyBank (together with its successors and assigns in interest, as the initial owner of Note A-3 described below, in its capacity as the “Initial Note A-3 Holder”), and BANK OF AMERICA, N.A., a national banking association (“BANA”, together with its successors and assigns in interest, as the initial owner of Note A-4 described below, in its capacity as the “Initial Note A-4 Holder”) and BANA (together with its successors and assigns in i
CO-LENDER AGREEMENT Dated as of November 7, 2019 by and between STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-1 Holder) and STARWOOD MORTGAGE CAPITAL LLC (Initial Note A-2 Holder) PARK CENTRAL TOWERCo-Lender Agreement • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of November 15, 2019, 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”).
MORTGAGE LOAN PURCHASE AGREEMENT [STARWOOD MORTGAGE CAPITAL LLC]Mortgage Loan Purchase Agreement • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
the [Master][Special] Servicer shall lawfully do or cause to be done by virtue hereof; provided that, if not earlier terminated, this power of attorney shall terminate on the Rated Final Distribution Date (as defined in the Pooling and Servicing Agreement).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of December 20, 2019 by and among CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-1 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-2 Holder) Airport SquareAgreement Between Noteholders • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of November 1, 2019 Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass- Through Certificates...Primary Servicing Agreement • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of November 1, 2019, 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”).
MORTGAGE LOAN PURCHASE AGREEMENT [KEYBANK NATIONAL ASSOCIATION]Mortgage Loan Purchase Agreement • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
the [Master][Special] Servicer shall lawfully do or cause to be done by virtue hereof; provided that, if not earlier terminated, this power of attorney shall terminate on the Rated Final Distribution Date (as defined in the Pooling and Servicing Agreement).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of March 13, 2019 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder, Initial Note A-1-4 Holder, Initial Note A-1-5 Holder,...Agreement Between Noteholders • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 21, 2019 by and between DBR INVESTMENTS CO. LIMITED (Initial Note A-1 Holder) and DBR INVESTMENTS CO. LIMITED (Initial Note A-2 Holder) and DBR INVESTMENTS CO. LIMITED (Initial Note A-3 Holder) and...Agreement • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of November 21, 2019, is made by and between DBR INVESTMENTS CO. LIMITED (“DB” 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”), DB, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”), DB, in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), DB, in its capacity as initial owner of Note A-4 (the “Initial Note A-4 Holder”), DB, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”) and DB, in its capacity as initial owner of Note B (the “Initial Note B Holder”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of November 18, 2019 by and between DBR INVESTMENTS CO. LIMITED (Initial Note A-1 Holder) and DBR INVESTMENTS CO. LIMITED (Initial Note A-2 Holder) and UBS AG, by and through its branch office at 1285 Avenue of...Agreement Between Noteholders • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of November 18, 2019, is made by and between DBR INVESTMENTS CO. LIMITED (“DB” 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”), DB, in its capacity as initial owner of Note A-2 (the “Initial Note A-2 Holder”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS”), in its capacity as initial owner of Note A-3 (the “Initial Note A-3 Holder”), UBS, in its capacity as initial owner of Note A-4 (the “Initial Note A-4 Holder”), DB, in its capacity as initial owner of Note A-5 (the “Initial Note A-5 Holder”), DB, in its capacity as initial owner of Note A-6 (the “Initial Note A-6 Holder”) and DB, in its capacity as initial owner of Note B (the “Initial Note B Holder”).
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, Wells Fargo Bank, National Association, Master Servicer, LNR Partners, llc, Special Servicer, Pentalpha Surveillance LLC, Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,...Pooling and Servicing Agreement • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
Exhibit G Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
PRIMARY SERVICING AGREEMENT CF 2019-CF3 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2019-CF3 Dated as of December 1, 2019 By and Between MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer and...Primary Servicing Agreement • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
THIS PRIMARY SERVICING AGREEMENT dated as of December 1, 2019 is between Midland Loan Services, a Division of PNC Bank, National Association (together with its successors and assigns permitted under the PSA, the “Master Servicer” or “Midland”), and KeyBank National Association, a national banking association (together with its successors and permitted assigns hereunder, the “Primary Servicer”).
CO-LENDER AGREEMENT Dated as of October 25, 2019 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 • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 25, 2019, 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”), STARWOOD MORTG
MORTGAGE LOAN PURCHASE AGREEMENT [CANTOR COMMERCIAL REAL ESTATE LENDING, L.P.]Mortgage Loan Purchase Agreement • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
the [Master][Special] Servicer shall lawfully do or cause to be done by virtue hereof; provided that, if not earlier terminated, this power of attorney shall terminate on the Rated Final Distribution Date (as defined in the Pooling and Servicing Agreement).
CF 2019-CF3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF3 UNDERWRITING AGREEMENTPooling and Servicing Agreement • December 20th, 2019 • CF 2019-Cf3 Mortgage Trust • Asset-backed securities • New York
CastleOak Securities, L.P. 110 East 59th Street, 2nd Floor New York, New York 10022 KeyBanc Capital Markets Inc. 27 Public Square, 8th Floor Cleveland, Ohio 44114
