MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2013-C12 UNDERWRITING AGREEMENT as of October 10, 2013Underwriting Agreement • October 21st, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12 • 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC World Markets Corp. (each an “Underwriter”, and together, the “Underwriters”), the Commercial Mortgage Pass-Through Certificates of the series and classes, and in the respective initial principal or notional amounts, set forth in Schedule I hereto (the “Offered Certificates”) pursuant to this Underwriting Agreement, dated as of the date first written above (this “Agreement”). The Offered Certificates, together with the Class X-B, 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 acqu
MORGAN STANLEY CAPITAL I INC. as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer, TRIMONT REAL ESTATE ADVISORS, INC., as Trust Advisor,...Pooling and Servicing Agreement • October 21st, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12 • Asset-backed securities • New York
THIS POOLING AND SERVICING AGREEMENT is dated as of October 1, 2013 (this “Agreement”) between MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (in such capacity, the “Master Servicer”), MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as special servicer (the “Special Servicer”), TRIMONT REAL ESTATE ADVISORS, INC., as trust advisor (the “Trust Advisor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, and custodian (in such capacity, the “Custodian”).
MORTGAGE LOAN PURCHASE AGREEMENT between CIBC INC. as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated October 10, 2013Mortgage Loan Purchase Agreement • October 21st, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12 • 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”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2013 between Purchaser, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain
MORTGAGE LOAN PURCHASE AGREEMENT between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated October 10, 2013Mortgage Loan Purchase Agreement • October 21st, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12 • 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”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2013, between Purchaser, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain
