0000950136-08-001338 Sample Contracts

MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2008-TOP29
Underwriting Agreement • March 14th, 2008 • Morgan Stanley Capital I Trust 2008-Top29 • Asset-backed securities • New York

Morgan Stanley Capital I Inc., a Delaware corporation (the "Depositor"), proposes to cause the issuance of, and to sell to Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc. (together, the "Underwriters"), the Commercial Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Certificates") pursuant to this Underwriting Agreement, dated February 13, 2008 (this "Agreement"), between the Depositor and the Underwriters. The Certificates will evidence beneficial ownership interests in a trust fund (the "Trust Fund") to be formed by the Depositor and consisting primarily of a segregated pool (the "Mortgage Pool") of multifamily, manufactured housing community and commercial mortgage loans (the "Mortgage Loans").

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EXECUTION COPY MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • March 14th, 2008 • Morgan Stanley Capital I Trust 2008-Top29 • Asset-backed securities • New York
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SUBSERVICING AGREEMENT
Subservicing Agreement • March 14th, 2008 • Morgan Stanley Capital I Trust 2008-Top29 • Asset-backed securities • New York
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PRIMARY SERVICING AGREEMENT DATED AS OF FEBRUARY 1, 2008
Primary Servicing Agreement • March 14th, 2008 • Morgan Stanley Capital I Trust 2008-Top29 • Asset-backed securities • New York
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EXECUTION COPY MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • March 14th, 2008 • Morgan Stanley Capital I Trust 2008-Top29 • Asset-backed securities • New York
Sample 1
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