AGREEMENT BETWEEN NOTE HOLDERS Dated as of March 8, 2016 by and between GOLDMAN SACHS MORTGAGE COMPANY, (Initial Note A-1 Holder), UBS REAL ESTATE SECURITIES INC., (Initial Note A-2 Holder) and UBS REAL ESTATE SECURITIES INC. (Initial Note A-3 Holder)...Agreement Between Note Holders • March 9th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs9 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of March 8, 2016 by and between GOLDMAN SACHS MORTGAGE COMPANY, (“GSMC” 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”), UBS REAL ESTATE SECURITIES INC. (“UBSRES” 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 UBSRES (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”).
MORTGAGE LOAN PURCHASE AGREEMENT between BANK OF AMERICA, NATIONAL ASSOCIATION as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated February 19, 2016Mortgage Loan Purchase Agreement • March 9th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs9 • 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 March 1, 2016, between Purchaser, as depositor (the “Depositor”), KeyBank National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management 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 Reviewer”), and Wells Fargo Bank, Nation
MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-UBS9Underwriting Agreement • March 9th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs9 • 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, UBS Securities LLC, Drexel Hamilton, LLC and Academy Securities, Inc. (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-D, Class X-E, Class X-FG, Class X-H, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates” and, collectively with the Offered Certificates, the “Certificates”), will evidence the entire beneficial ownership interest in a trust designated as Morgan Stanley Capital I
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. as Depositor KEYBANK NATIONAL ASSOCIATION, as Servicer AEGON USA REALTY ADVISORS, LLC, as Special Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator and WELLS FARGO BANK,...Trust and Servicing Agreement • March 9th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs9 • Asset-backed securities • New York
THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of December 22, 2015, among Credit Suisse First Boston Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wells Fargo Bank, National Association, as Trustee.
CO-LENDER AGREEMENT Dated as of December 22, 2015 by and among COLUMN FINANCIAL, INC. (Initial Note A-1 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Note A-2 Holder) and COLUMN FINANCIAL, INC. (Initial Note A-3 Holder) and MORGAN...Co-Lender Agreement • March 9th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs9 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of December 22, 2015 by and among COLUMN FINANCIAL, INC. (“Column” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH” and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the “Initial Note A-2 Holder”), Column (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the “Initial Note A-3 Holder”), Morgan Stanley Bank, N.A. (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4, the “Initial Note A-4 Holder”), Column (together with its successors and assigns in interest, in its capacity as initial owner of Note B-1, the “Initial Note B-1 Holder”) and MSMCH (together with its successors and assigns
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • March 9th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs9 • 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 March 1, 2016, between Purchaser, as depositor (the “Depositor”), KeyBank National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management 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 Reviewer”), and Wells Fargo Bank, Nation
MORTGAGE LOAN PURCHASE AGREEMENT between UBS REAL ESTATE SECURITIES INC. as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated February 19, 2016Mortgage Loan Purchase Agreement • March 9th, 2016 • Morgan Stanley Capital I Trust 2016-Ubs9 • 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 March 1, 2016, between Purchaser, as depositor (the “Depositor”), KeyBank National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management 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 Reviewer”), and Wells Fargo Bank, Nation
