MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2012-C4 UNDERWRITING AGREEMENT March 9, 2012Underwriting Agreement • March 26th, 2012 • Morgan Stanley Capital I Trust 2012-C4 • 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. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each an “Underwriter”, and together, the “Underwriters”), the Commercial Mortgage Pass-Through Certificates of the series and classes, and in the respective initial principal amounts set forth in Schedule I hereto (the “Offered Certificates”) pursuant to this Underwriting Agreement, dated the date first written above (this “Agreement”). The Offered Certificates, together with the Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates” and, collectively with the Offered Certificates, the “Certificates”), evidence the entire beneficial ownership interest in a trust fund consisting of mortgage loans secured by multifamily, manufactured housing community and commercial mortgaged properties acquired by the Depo
MORGAN STANLEY CAPITAL I INC. as Depositor, BANK OF AMERICA, NATIONAL ASSOCIATION, as Master Servicer, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer, PACIFIC LIFE INSURANCE COMPANY, as Trust Advisor, WELLS...Pooling and Servicing Agreement • March 26th, 2012 • Morgan Stanley Capital I Trust 2012-C4 • Asset-backed securities • New York
THIS POOLING AND SERVICING AGREEMENT is dated as of March 1, 2012 (this “Agreement”) between MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”), BANK OF AMERICA, NATIONAL ASSOCIATION, as master servicer (the “Master Servicer”), MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as special servicer (the “Special Servicer”), PACIFIC LIFE INSURANCE COMPANY, as trust advisor (the “Trust Advisor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”), custodian, certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent.
MORTGAGE LOAN PURCHASE AGREEMENT between BANK OF AMERICA, NATIONAL ASSOCIATION as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated as of March 9, 2012Mortgage Loan Purchase Agreement • March 26th, 2012 • Morgan Stanley Capital I Trust 2012-C4 • Asset-backed securities • New York
Mortgage Loan Purchase Agreement (“Agreement”), dated as of March 9, 2012, between Bank of America, National Association (“Seller”) and Morgan Stanley Capital I Inc. (“Purchaser”).
MORTGAGE LOAN PURCHASE AGREEMENT between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated as of March 9, 2012Mortgage Loan Purchase Agreement • March 26th, 2012 • Morgan Stanley Capital I Trust 2012-C4 • Asset-backed securities • New York
Mortgage Loan Purchase Agreement (“Agreement”), dated as of March 9, 2012, between Morgan Stanley Mortgage Capital Holdings LLC (“Seller”) and Morgan Stanley Capital I Inc. (“Purchaser”).
MORGAN STANLEY CAPITAL I INC.,Distribution Instructions • March 26th, 2012 • Morgan Stanley Capital I Trust 2012-C4 • Asset-backed securities • New York
THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
