AGREEMENT BETWEEN NOTE HOLDERS Dated as of October 7, 2016 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-3 Holder) Huntington CenterAgreement Between Note Holders • December 8th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs12 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of October 7, 2016 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” 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”), MSBNA (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 MSBNA (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”).
Second amended and restated SERVICING AGREEMENTServicing Agreement • November 5th, 2021 • Morgan Stanley Capital I Trust 2016-Ubs12 • 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 MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and Morgan Stanley Capital I Inc. as Purchaser Dated November 22, 2016Mortgage Loan Purchase Agreement • December 8th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs12 • 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 December 1, 2016, between Purchaser, as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (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
MORGAN STANLEY CAPITAL I TRUST 2016-UBS12, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-UBS12Underwriting Agreement • December 8th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs12 • Asset-backed securities • New York
681 Fifth Avenue CO-LENDER AGREEMENT Dated as of November 4, 2016 between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder) and CITIGROUP...Co-Lender Agreement • December 20th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs12 • Asset-backed securities • New York
CO-LENDER AGREEMENT Dated as of December 7, 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)Co-Lender Agreement • December 8th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs12 • Asset-backed securities • New York
CO-LENDER AND FUTURE FUNDING INDEMNIFICATION AGREEMENT Dated as of October 13, 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)...Co-Lender and Future Funding Indemnification Agreement • December 8th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs12 • Asset-backed securities • New York
THIS CO-LENDER AND FUTURE FUNDING INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of October 13, 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, Natixis, as the holder of Note A-2, Natixis, as the holder of Note A-3, Natixis, as the holder of Note A-4, Natixis, as the holder of Note A-5, Natixis, as the holder of Note A-6, Natixis, as the holder of Note A-7, Natixis, as the holder of Note A-8, Natixis, as the holder of Note A-9, Natixis, as the holder of Note A-10, Natixis, as the holder of Note A-11, Natixis, as the holder of Note A-12 and Natixis, as the holder of Note A-13.
681 Fifth Avenue CO-LENDER AGREEMENT Dated as of November 4, 2016 between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder) and CITIGROUP...Co-Lender Agreement • December 8th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs12 • Asset-backed securities • New York
