AGREEMENT BETWEEN NOTE HOLDERS Dated as of August 25, 2016 by and between UBS REAL ESTATE SECURITIES INC., (Initial Note A-1 Holder and Initial Note A-2 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Initial Note A-3 Holder) 132 West 27th StreetAgreement Between Note Holders • August 25th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs11 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of August 25, 2016 by and between UBS REAL ESTATE SECURITIES INC. (“UBSRES” (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”)), UBSRES (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”) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (“CCRE” (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”); the Initial Note A-1 Holder, the Initial Note A-2 Holder and the Initial Note A-3 Holder are referred to collectively herein as the “Initial Note Holders”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 5th, 2021 • Morgan Stanley Capital I Trust 2016-Ubs11 • 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).
CO-LENDER AGREEMENT Dated as of August 25, 2016 between NATIXIS REAL ESTATE CAPITAL LLC (Note A-1 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Note A-2 Holder)Co-Lender Agreement • August 25th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs11 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of August 25, 2016, 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, as the holder of Note A-1 and Natixis, as the holder of Note A-2.
MORTGAGE LOAN PURCHASE AGREEMENT between UBS REAL ESTATE SECURITIES INC. as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated August 12, 2016Mortgage Loan Purchase Agreement • February 21st, 2017 • Morgan Stanley Capital I Trust 2016-Ubs11 • 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 August 1, 2016, between Purchaser, as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations
MORGAN STANLEY CAPITAL I TRUST 2016-UBS11, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-UBS11Underwriting Agreement • February 21st, 2017 • Morgan Stanley Capital I Trust 2016-Ubs11 • Asset-backed securities • New York
AGREEMENT BETWEEN NOTEHOLDERS Dated as of July 28, 2016 by and among KEYBANK NATIONAL ASSOCIATION (Initial Note A-1 Holder) and KEYBANK NATIONAL ASSOCIATION (Initial Note A-2 Holder) SSTII PortfolioAgreement Between Noteholders • August 25th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs11 • Asset-backed securities • New York
THIS AGREEMENT BETWEEN NOTEHOLDERS (“Agreement”), dated as of July 28, 2016 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 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 between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated August 12, 2016Mortgage Loan Purchase Agreement • February 21st, 2017 • Morgan Stanley Capital I Trust 2016-Ubs11 • 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 August 1, 2016, between Purchaser, as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations
CO-LENDER AGREEMENT Dated as of July 19, 2016 between NATIXIS REAL ESTATE CAPITAL LLC (Note A-1 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Note A-2 Holder) and NATIXIS REAL ESTATE CAPITAL LLC (Note A-3 Holder) and NATIXIS REAL ESTATE CAPITAL LLC...Co-Lender Agreement • August 25th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs11 • Asset-backed securities • New York
