MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C19 UNDERWRITING AGREEMENT as of December 9, 2014Underwriting Agreement • December 19th, 2014 • Morgan Stanley Bank of America Merrill Lynch Trust 2014-C19 • 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, CIBC World Markets Corp. and Drexel Hamilton, LLC (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 X-C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V, Class R, Class LNC-1, Class LNC-2, Class LNC-3, Class LNC-4 and Class LNC-X Certificates (the “Private Certificates” and, collectively with the Offered Certificates, the “Certificates”), evidence the entire beneficial ownership interes
MORTGAGE LOAN PURCHASE AGREEMENT between CIBC INC. as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated December 9, 2014Mortgage Loan Purchase Agreement • December 19th, 2014 • Morgan Stanley Bank of America Merrill Lynch Trust 2014-C19 • 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 December 1, 2014, between Purchaser, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans, certain other mortgage loans to be purcha
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 19th, 2014 • Morgan Stanley Bank of America Merrill Lynch Trust 2014-C19 • 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 December 1, 2014, between Purchaser, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans, certain other mortgage
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • December 19th, 2014 • Morgan Stanley Bank of America Merrill Lynch Trust 2014-C19 • 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”) together with, in the case of the Linc LIC Mortgage Loan, the Linc LIC Trust B Note, in each case as described herein. Purchaser will convey the Mortgage Loans and the Linc LIC Trust B Note to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of December 1, 2014, between Purchaser, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”
