Mortgage Loan Purchase Agreement (2019)Full Document 

Start of Preview

EXECUTION VERSION

MORTGAGE LOAN PURCHASE AGREEMENT

between

ARGENTIC REAL ESTATE FINANCE LLC

as Seller

and

Morgan Stanley Capital I Inc.
as Purchaser

Dated July 15, 2019

Table of Contents

Page
1. AGREEMENT TO PURCHASE 1
2. CONVEYANCE OF MORTGAGE LOANS 2
3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW 8
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 9
5. REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER 16
6. CLOSING 22
7. CLOSING DOCUMENTS 23
8. COSTS 26
9. NOTICES 26
10. SEVERABILITY OF PROVISIONS 26
11. FURTHER ASSURANCES 26
12. SURVIVAL 26
13. GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION 27
14. BENEFITS OF MORTGAGE LOAN PURCHASE AGREEMENT 27
15. MISCELLANEOUS 28
16. ENTIRE AGREEMENT 28
17. RECOGNITION OF U.S. SPECIAL RESOLUTION REGIMES 28
18. LIMITATION ON THE EXERCISE OF CERTAIN RIGHTS RELATED TO AFFILIATE INSOLVENCY PROCEEDINGS 29

Exhibit 1 Mortgage Loan Schedule
Exhibit 2 Mortgage Loan Representations and Warranties
Exhibit 3 Form of Bill of Sale
Exhibit 4 Form of Limited Power of Attorney

i

Index of Defined Terms

Accountants’ Due Diligence Report 13
Agreement 1
Asset Representations Reviewer 1
Assignments 5
BHC Affiliate 29
Bill of Sale 2
Certificate Administrator 1
Certificate Purchase Agreement 1
Certificate Registrar 1
Certificates 1
Closing Date 2
Collateral Information 8
Covered Party 29
Custodian 1
Default Right 29
Defective Loan 14
Deleted Mortgage Loan 19
Depositor 1
Dispute 20
Extended Cure Period 17
Final Judicial Determination 21
Final Memorandum 1
Indemnification Agreement 11
Initial Cure Period 16
Initial Purchasers 1
Issuing Entity 1
Master Servicer 1
Mortgage Loan Schedule 2
Mortgage Loans 1
Mortgage Note 1
Mortgagor 1
MOU 26
Operating Advisor 1
Pooling and Servicing Agreement 1
Preliminary Memorandum 1
Preliminary Prospectus 1
Private Certificates 1
Prospectus 1
Public Certificates 1
Purchaser 1
Repurchase Request 20
Seller 1
Seller 15Ga-1 Notice 20
Seller Defeasance Rights and
Obligations 22
Seller Reporting Information 11
Seller’s Information 11
Special Servicer 1
Trustee 1
U.S. Special Resolution Regime 29
Underwriters 1
Underwriting Agreement 1


ii

Mortgage Loan Purchase Agreement (this “Agreement”), dated July 15, 2019, between Argentic Real Estate Finance LLC (“Seller”) and Morgan Stanley Capital I Inc. (“Purchaser”).

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 July 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, the “Certificate Registrar”) and as authenticating agent, LNR Partners, LLC, as special servicer (the “Special Servicer”), and Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser, the Issuing Entity will issue to the Depositor pass-through certificates to be known as Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized

End of Preview