AGREEMENT BETWEEN NOTE HOLDERS Dated as of August 4, 2016 by and between BANK OF AMERICA, N.A. (Initial Note A-1 Holder) and BANK OF AMERICA, N.A. (Initial Note A-2 Holder) and BANK OF AMERICA, N.A. (Initial Note A-3 Holder) Simon Premium OutletsAgreement Between Note Holders • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of August 4, 2016 by and between BANK OF AMERICA, N.A. (“BANA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), BANA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”) and BANA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3 described below, 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”).
AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 7, 2016 by and between COLUMN FINANCIAL, INC. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A.. (Initial Note A-2 Holder and Initial Note A-3 Holder) Coconut PointCo-Lender Agreement • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of September 7, 2016 by and between COLUMN FINANCIAL, INC. (“Column” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), and MORGAN STANLEY BANK,N.A.. (“MSB”) (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder” and in its capacity as initial owner of Note A-3 described below, 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 2nd, 2021 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • 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 BANK OF AMERICA, NATIONAL ASSOCIATION as Seller and BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. as Purchaser Dated October 25, 2016Mortgage Loan Purchase Agreement • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • 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 November 1, 2016, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, 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 Reviewer”),
MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C31, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C31Underwriting Agreement • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • Asset-backed securities • New York
BANC OF AMERICA MERRILL LYNCH LARGE LOAN, INC. as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION as Servicer, AEGON USA REALTY ADVISORS, LLC as Special Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION as Certificate Administrator and Custodian and...Trust and Servicing Agreement • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • Asset-backed securities • New York
THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of August 17, 2016 among Banc of America Merrill Lynch Large Loan, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian, and Wilmington Trust, National Association, as Trustee.
WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and KEYBANK NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of November 1, 2016 Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage...Primary Servicing Agreement • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • Asset-backed securities • New York
This is a Primary Servicing Agreement (the “Agreement”), dated as of November 1, 2016, 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 MAC D1050-084, Three Wells Fargo, 401 South Tryon Street, 8th Floor, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).
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 • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • 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”).
CO-LENDER AGREEMENT Dated as of June 23, 2016 between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) and UBS REAL ESTATE SECURITIES INC. (Note A-2 Holder) and CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-3 Holder)Co-Lender Agreement • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (the “Agreement”), dated as of June 23, 2016, 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 initial holder of Note A-1, UBS REAL ESTATE SECURITIES INC. (“UBS”), as the initial holder of Note A-2 and CCRE, as the initial holder of Note A-3.
Dated as of August 17, 2016 by and among BANK OF AMERICA, N.A. (Initial Note A-1 Holder) and BANK OF AMERICA, N.A. (Initial Note A-2 Holder) and BANK OF AMERICA, N.A. (Initial Note A-3 Holder) and BANK OF AMERICA, N.A. (Initial Note B Holder)...Co-Lender Agreement • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of August 17, 2016, by and among BANK OF AMERICA, N.A. (“BANA” 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”), BANK OF AMERICA, N.A. (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), BANK OF AMERICA, N.A. (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”) and BANK OF AMERICA, N.A. (together with its successors and assigns in interest, in its capacity as initial owner of Note B, the “Initial Note B Holder” and, collectively with the Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder, the “Initial Note Holders”).
MORTGAGE LOAN PURCHASE AGREEMENT between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC. as Purchaser Dated October 25, 2016Mortgage Loan Purchase Agreement • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • 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 November 1, 2016, between Purchaser, as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, 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 Reviewer”),
CO-LENDER AGREEMENT Dated as of July 20, 2016 by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note 1 Holder) and BANK OF AMERICA, N.A. (Initial Note 2 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note 3 Holder) Shops at...Co-Lender Agreement • November 14th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of July 20, 2016, 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-1-B-1, Note A-1-B-2, Note B-1-A, Note B-1-B-1, Note B-1-B-2, Note C-1, Note D-1 and Note E-1, the “Initial Note 1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), BANK OF AMERICA, N.A. (“BANA” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2-A, Note A-2-B-1, Note A-2-B-2, Note A-2-B-3, Note B-2-A, Note B-2-B-1, Note B-2-B-2, Note C-2, Note B-2-B-3, Note C-2, Note D-2 and Note E-2, the “Initial Note 2 Holder”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-A, Note A-3-B-1, Note A-3-B-2, Note A-3-B-3, Note B-3-A, Note B-3-B-1, Note B-3-B-2, Note B-3-B-3, Note C-3,
